Batman Returns-The Rewrite
by OneUniverse87
Summary: Co-written with neostardustdragon101. A rewrite of Batman Returns, based off the movie and the novel. Same plot as always, but it will have a different outcome than what we saw in the movie. AU. Bruce/Selina. Rated M for violence, suggestive adult themes and sexual situations. *CHAPTERS RE-EDITED*
1. Preview

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

 **A/N: OK, ladies and gentleman, this is an idea that me and neostardustdragon101 have been working on during my other work, Hear Me Roar. This is, yes, another rewrite of the movie. But only this one has nothing to do with Hear Me Roar, this is based on both the movie and the novel. The one I'm putting here is a short preview of the upcoming rewrite, which is quotes from the movie and the novel that most of you know so well, and there will be some scenes that me and neostardustdragon101 wrote together in private, so the intercourse between Batman and Catwoman will be very different from the movie, not to mention, very saucy. So yeah, both Bruce and Selina will be getting along so well here in this rewrite, and I hope you like to see where it goes. In the meantime, this preview is just quotes from the movie, and the next chapter is where the story really begins. The rewrite of Batman Returns will be coming soon, so watch this space. Peace!**

 _"Life's a bitch, now so am I!"_

 _"Ah, a direct approach, I admire that in a man with a mask."_

 _"You really don't think you'll win, do you?"_

 _"Things change."_

 _"Honey, I'm home! Oh, I forgot. I'm not married."_

 _"Nothing surprises me, Chip, except your late mother. Who'd have thought Selina had a brain to damage. Bottom line, she tries to blackmail me, I'll drop her out a higher window. Meantime, I got better fish to fry."_

 _"You make so easy, don't you, honey? Waiting for some big, strong man to save you."_

 _"I don't know about you, Miss Kitty, but I feel so much yummier."_

 _"I'm Catwoman, hear me roar!"_

 _"It's the so-called "normal" guys who always let you down. Sickos never scare me. Least they're committed."_

 _"My name is not Oswald! It's Penguin! I am not a human being, I am an animal! Cold-blooded!"_

 _"Actually, this is all just a bad dream. You're at home in bed, heavily sedated, resting comfortably, dying from the carcinogens you personally spewed in a lifetime of profiteering. Tragic irony, or poetic justice? You tell me."_

 _"You gotta admit, I played this stinkin' city like a harp from hell!"_

 _"My dear penguins, we stand on a great threshold! It's okay to be scared; many of you won't be coming back. Thanks to Batman, the time has come to punish all of God's children! First, second, third and fourth-born! Why be biased?! Male and female! Hell, the sexes are equal, with their erogenous zones blown sky-high! Forward march! The liberation of Gotham has begun!"_

 _"You're just jealous, because I'm a genuine freak, and you have to wear a mask!"_

 _"Meow."_

 _"Since you've been honest with me, I think this kitty needs her milk again, rubber boy."_

 _"You're catnip to a girl like me. Handsome, dazed, and to die for."_

 _"Mistletoe can be deadly if you eat it."_

 _"But a kiss can be deadlier if you mean it."_

 _"Maybe rescuing me from dangerous situations is starting to become your full time job, butt man."_

 _"I can't believe what I'm hearing. I've never seen you act this weak."_


	2. Ch1-Not So Happy Holidays

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

The story begins in a cold winters night, in a big house, owned by big people who must have big money. And they have more than that to be happy about today, for this man and woman are having a baby.

The father paces back and forth on a landing large enough to house three whole families farther downtown. He nervously puffs on a cigarette. In the other room, we hear the mother's labour pains.

The screaming soon stop and there was nothing but silence. A moment later a new voice cries out, but there's something about the voice, the goos and gahgahs weren't right.

The door opens. A nurse staggers out of the room her face blank. As if she had just seen something that was so horrendous that she couldn't comprehend it. Somehow, she manages to put one foot in front of the other and wanders down the hall. Next comes the doctor, and his face is bone white, as if the man who had witnessed death a hundred times over had seen something much worse.

The father could bare it no longer, he rushed pass them and into the room that held his wife and child. There was a short moment of silence, but soon the father's screams filled the room.

A few months had passed since that day, it was now Christmas Eve. The house was all done up for the holidays, no expense was spared, with lights and tinsel and a fine, big decorated tree, the radio was on playing the music of the season, as father and mother shared in a seasonal cheer. The baby was there as well in it's playpen. Well, to some who could call it that, as it was more a cage then a playpen, but the baby mustn't mischief. A strange pair of eyes peer from the cage, the baby looked out the window entranced by the falling snow and bright lights as the radio played.

The family cat skulks past the cage almost. Without warning, the cat is yanked so fast and powerfully it seems that it's been sucked through the bars, into the cage. A feline scream, then sickening silence. With dead syncopation, Mother and Father finish off their martinis, and plop the empty glasses down as the baby chirps with happiness.

* * *

The mother and father had decided to take the baby out for a walk out on this beautiful winters night, as a few snowflakes fell. Christmas carollers singing in the distance. Another couple of happy parents wheeled by with their own happy bundle of joy through the park, calling out "Merry Christmas!" to the mother and father as they somehow managed a smile as they passed by, but they soon fell when they were sure no one could see them. They wheeled the carriage over to the bridge with grim purpose. They showed no form of remorse or sympathy, how could they for this... this... monstrosity.

The Father and Mother straggle from the other direction, creaking forward an ominously closed-up, wickedly de-signed baby carriage that serves to muffle nasty whining and thumping noises. On go the Father and Mother on the bridge overlooking the babbling stream looked left to right it was late, and alone. Without another word, they picked up the carriage and tossed it over the bridge through the freezing air, and into the roaring stream.

The carriage innocently slides through the murky waters of the awesomely cavernous and creepy sewer, softly surfing its sides. It travelled in the dark surrounded by the foulest stenches and cries of those that live without light.

The resilient carriage spews from a gaping pipe into a moat of water that surrounds a vast patch of snow and ice that is the centrepiece of a dark and mysterious lair. The carriage rides a gentle wave onto the sanctuary's arctic island, into a patch of light. From out of the darkness of the lair, it washed up on icy shores and the baby began to hear a noise, from out of the darkness four regal birds, emperor penguins approached to stand guard over their new found treasure.

* * *

 **(25 years later...)**

Christmas time has come again. But this time things were different.

Bathed in pristine snow and packed with elated shoppers, poinsettias grasping lovers, blessed carolers , and an overwhelming array of Christmas decoration, the intimate Plaza center of Gotham City has been dragged kicking and screaming into a state of beauty and happiness.

A dewy eyed young lovely, wearing a snow bunny fur, a tiara, and a banner streamed across her chest that reads ICE PRINCESS, continues into her mike. An Elegant Lamppost Clock, near the stage, ticks fifteen minutes till seven. She smiles a truly dazzling smile.

"Can I have your attention, Gotham City?" she said through the mic. And for course all the citizens give the great beauty their undivided attention. She smiles again and looks over to an elegant clock and sees a big hand reach a quarter to seven. "It is time for tonight's lighting of the tree." The Ice Princess, said discarding her coat to reveal a rather attractive outfit.

The merry Consumers stop to watch the Ice Princess scurry to an immense vibrantly multi-coloured button and press it down. This causes a mammoth Christmas Tree to light up. The crowd erupts in aahs and oohs.

Through a grand, vertical half-circle sewer grate, an older pair of strange eyes peer. Taking the point of view of the eyes through the grate slats, one sees the blazing Christmas Tree, just as one did through the playpen bars.

A Butler's work was never done, Alfred Pennyworth thought, as he walked along the snowy road dodging through the busy Christmas shoppers, he had grown use to doing these sort of errands for man than forty years, first for Thomas Wayne and his wife Martha, and then after the couple's tragic death, their son Bruce. On these days he would go off and fetch the Christmas ornaments for the tree, and perhaps a small present for a friend or two. And of course a present for his young master, hoping to make things easier for him, lately he had some things on his mind.

"Paper?" A local news boy offered holding up a paper to the elderly butlers face. "Read the latest sighting of the Penguin creature! It's the missing link between man and bird."

"My dear boy, sometimes it's a diversion to read such rubbish, other times it's a waste of time." Alfred said walking past the young man who shrugged his shoulders.

As Alfred continued on, he could have sworn he saw something moving down in the sewer grate, no doubt the reflection of the Christmas lights. He simply chuckled and continued on his way.

* * *

From Gotham's bowels to its summit, people began walking past a massive tower. The top floor of the building housing the department store is a tower of ivory with a large, friendly sentinel of a cat at its tippy top. Two men stand in the window, pointing down to the Plaza below. The conference room presents itself in its high-tech splendour. The mighty Shreck Corporation logo of a friendly cat adorns one wall. These two men we're the Mayor of Gotham and CEO of Shreck Corporation, Max Shreck.

"Well here's hoping with Batman protecting us, and all your enterprises keeping our economy on full boil, Gotham just might have its first real Christmas in a good long while." The Mayor said with a hopeful smile watching the happy citizens.

Max nodded in agreement "I feel almost vulgar, in this Yuletide context, about mentioning the new power plant. But if we're gonna break ground when we've gotta break ground, I'll need permits, variances, tax incentives, that sort of pesky nonsense." Max stated as the Mayor gave him a confused look.

"Power Plant?" The Mayor objected. "Max all our studies show that Gotham has enough power to get us into the next century."

"Your analysis are talking growth at one percent per annum. That's not growth that's a mule swelling," Max explained. "I'm planning ahead for a revitalised Gotham City!" Max said as he waved off all the pretty lights on the far side of plate-glass window. "So we can light up the whole plaza without worrying about brownouts. Imagine it, a Gotham City of the Future lit up like a blanket if stars, but blinking on and off, embarrassingly low on juice." Max said looking out as the snow fell while the lights flashed. "Frankly cringe, Mr. Mayor." Max said glancing at the politician.

"Sorry. You'll have to submit reports, blueprints and plans to the usual committees, through the usual channels." The Mayor replied dismissively.

Max almost lost his smile, who did this two-bit politician think he was talking to? But he couldn't let the Mayor know that, there had to be some way Jenkins see the error of his ways. In an instant, his son Chip walked through the door, quietly across the room with respect for his father, you'd hardly suspect he was a former college quarter back. But Max liked that way, the star son and the respect he showed him, in fact he demanded it that way.

"Um...I had a suggestion." A small timid voice spoke up catching the attention of the three men who turned to Shreck's secretary, 25 year old Selina Kyle.

"Well, actually it's more of a q-question." Selina stuttered as she set down the tray bearing the silver coffeepot and a few fine China cups. Max's gaze silencing her immediately. He 'had' to be nice to the Mayor being nice to Selina Kyle was something else altogether.

"I'm afraid we haven't properly house-broken, Ms. Kyle." Max apologized sending the young woman a glare before he smiled and waved at the tray. "In the plus column though, she makes a hell of a cup of coffee!" Max said as they took a sip before they made their way out of the office.

Chip looked over to the young blond and smiled at her the type of smile that had led many college coeeds and cheerleaders swooning over him. "Thanks." Chip said waving gallantly at the coffee tray while Selina secretly rolled her eyes at this man's arrogance. "But it's not the caffeine that gets us buzzed around here." Chip walked closer to her as he leaned into her ear. "It's obedience."

He flashed her another of his famous smiles as he strode after his father and the Mayor, giving a swift slap to Selina's buttocks causing her to jump blushing in embarrassment. She waited until he was out of the room.

"Shut up, Chip." muttered Selina. Though it wasn't something she hadn't gotten used to. Boys, football players, nerds, even teachers and bosses had taken every opportunity to slap Selina's rear, many girls from her school would make fun of her for it calling her a fat ass nerd.

Selina felt a tear form in her eyes but wiped it away before she picked up the coffee tray.

"More like a question, stupid corn dog..." Selina mumbled groaning at her life. She had wanted to get ahead in her life, show Mr. Shreck that she was worthy of the title administrative assistant.

As she was picking up some papers, her eyes fell on a profile picture of the famous Bruce Wayne, a young millionaire and president of Wayne Enterprises, and couldn't help fight off the blush building up on her face.

She couldn't imagine what it would be like, she had dreamed of a handsome young prince coming and whisking her away from this horrible life and living happily ever after forever just like in a fairytale. But who was she kidding, that would never happen. Some women were born lucky, she was just lucky to be born.

* * *

As soon Chip caught up with them they made their way down the executive elevator, then guided right through the first floor of Shrecks Department store, a key element in Gotham's economy. When Shreck prospered Gotham prospered as well, they walked the main door which just happened to be right by a large SHRECK's sign. But the Mayor wasn't at all surprised it was a symbol of everything max stood for featuring the smiling happy Shreck Cat face that all of of Gotham loved.

The minute they step out of the store the news media gathered around them, flashbulbs popped in their faces, questions were shouted in their cars, TV cameras swivelled to follow their every move, oh the price of fame. Max nodded pleasantly, Chip smiles and Mayor waved as all of Gotham gathered around them. The entourage walked across the plaza as Max spotted a Salvation Army Santa, seeing a photo opportunity, Max reached for his wallet and passed two bills to Santa, and one was a fifty.

The Salvation Army man frowned seeing the second bill was a single but it didn't matter because the cameras had moved on to follow Max, Chip, and the Mayor.

"Watch your step dad, it's pretty grotesque." Chip said as he tugged on is father's sleeve as Max looked up to see a river of melting sludge, Chip was right there was an incredible amount of filth in this town. He frowned as his eyes followed the path of sludge into the sewers.

Max shrugged off his thoughts, he was on top of the world. What did it matter to him what...or who lived in the sewers, he almost thought he'd seen something down below. Not a rat, no it much bigger than a rat it looked more like somebody holding an umbrella.

"I have enough signatures from Shreck employees alone to warrant a recall. That's not a threat. Just simple numbers." Shreck stated.

Maybe. But you don't have an issue, Max. Nor do you have a candidate." The Mayor replied

The elegant clock behind them says five minutes till seven. Max and the Mayor both peck the Ice Princess's cheek.

"The man who's given this city so much is here, to keep giving. Welcome Gotham's own Santa Claus, Max Shreck." The Mayor said stepping aside so that Max could step forward.

The citizens burst out in applause as Max walked up to the podium, he opened his executive portfolio only to find nothing inside.

Chip frowned over his father's shoulder "Is there something wrong, Dad?"

"Forgot my speech," Max said to Chip between extremely clenched teeth. "Remind me to take it out on what's her name."

Well, he'd been in worse fixes than this, and he'd get through this one, too. He'd just have to wing it. His clenched teeth turned into a magnanimous smile as he faced the crowd.

"Santa Claus? 'Fraid not. I'm just a poor little schmo who got a little lucky, and sue me if I want to give a little back." Max said as he waved to the pile of brightly wrapped packages between him and his son what was in the boxes this year, except that it came from whatever items his store had overstocked.

"I only wish I could hand out more than just expensive baubles," Max continued. "I wish I could hand out World Peace,

and Unconditional Love, wrapped in a big bow."

Unknown the so called Santa of Gotham, a dark figure was lurking down underneath the city his eyes peering from the bars of the sewers his gaze focused on reck.

"Oh, but you can, oh but you will..." he murmured as he opened the ornate pocket watch that he held; a little rusted perhaps, but still elegant. And it kept perfect time.

"It's show time."

* * *

Alfred managed to skirt the last few happy shoppers as Max Shreck launched into his speech. The man was speaking absolute drivel, and the crowd was actually cheering him on. Oh, well, the butler thought, it probably had something to do with the spirit of Christmas. He supposed he could be a little more charitable as well. Still, he was happy to be leaving this madhouse before it became any worse.

The crowd's roar grew twice as loud as before. Despite his better judgement, Alfred took one final look back at the throng. There, above their heads, he could see some sort of gigantic box, wrapped up in bright paper and colourful ribbons, like some

monstrous Christmas present. And the cheers at this monstrosity's arrival were deafening. The big clock in the middle of the mall struck seven. In fact, all the clocks in every

store up and down the street struck seven, increasing the din even more. Alfred plucked the ticket from the windshield and walked over to the driver's side of the car. He wouldn't be getting out of here a moment too soon.

Max's mind went blank when he saw the box. It looked like a present the size of a house. And not a small house, either.

"Great idea," the mayor remarked. For the first time tonight, Max could hear genuine admiration in the politician's voice.

"But not mine," Max admitted.

The way the crowd was cheering now, he doubted if they could hear anything else he would say. He looked forward to the edge of the stage, where his son had moved to hand out the presents to the crowd, but the first of the gifts had fallen from Chip's

hands to land on top of the sewer grate before the podium.

Chip stood, frozen, watching the giant present make its way through the square toward them.

What was this? A small, wrapped gift had fallen upon the grating, right up above his vantage point?

In an instant the giant package burst open. Three men on motorcycles roared out, right into the roared out, right into the crowd. People tried to run, screaming, frantic to get away from the growling engines. A fourth cycle ripped out of the side of the box, jumped the railing above the plaza and landed in the middle of the crowd gathered for the tree lighting. Some of the people didn't make it, and were flattened or tossed aside by the marauding cycles. A fifth cyclist emerged from hiding to follow the first three. The crowd was too tightly packed. They had nowhere to escape.

And the box still had more surprises.

The top opened. Five acrobats sprang out, cartwheeling into the panicked crowd to knock down anyone still left standing. One of them kayoed a mounted patrolman. Another flipped beyond the nearby onlookers, straight toward a mobile soup-kitchen Shreck had set up for the homeless. The kitchen volunteers barely escaped as the acrobats' fists and feet smashed everything in sight.

The other acrobats had another goal. They were headed straight for the platform with the Christmas tree!

Confusion was everywhere, the panicked crowd surged away from the plaza to surround the Commissioner's car. People were climbing over each other in their rush to escape. Someone was going to get crushed out there. A sled crashed into the windshield of Commissioner Gordon's cruiser.

"What are you waiting for?" shouted Gordon into his radio. "The signal!"

Soon a familiar light illuminated the sky.

The Fire Breather smashed the window of the toy store. He stuck that rod of his in his mouth, and breathed fire over the whole display window. The entire place went up in flames.

The Ice Princess ran away, pushing an elderly woman to the ground. She'd fallen and she couldn't get up.

The squat creature laughed from his vantage point beneath the sewer grate. If all went according to plan, this was the last night he would ever have to watch the world from down here. Soon, he would be up there again with all the fat cats, and all those "haves" would look up to him, because he'd have more than all of them combined.

His enjoyment soon halted when he saw the black and yellow signal in the sky, and it only made him laugh that much harder.

"Ooh, Batman, I'm tremblin'..." he said in his odd, raspy voice.

* * *

It was another dark, gloomy night at Wayne Manor, and tonight was no different like any other, as millionaire Bruce Wayne sat in the darkness.

Alfred hadn't returned home from his Christmas errands yet, and Bruce was all alone in the Manor. Alone in the dark and quiet; alone with his thoughts.

Bruce didn't like going out in crowds much at night. It reminded him too much of another winter night, when he was only a boy. His parents had taken him into downtown Gotham City earlier on that day, and they had all stayed until long after dark. They had had a wonderful time that day, going shopping, having dinner, going to a show. Bruce could never remember having such a good time with his parents. It was a day filled with nothing but laughter.

And then it turned into a nightmare.

Bruce closed his eyes, but he could still see the gunman; Jack Napier, who later became the Joker, stepped out of the shadows to rob his parents. He could still see his father put up a fight, see his mother's mouth open as she cried for help. And he saw the double flash of the gun as two bullets killed both father and mother. He can still remember how Jack taunted him after he gunned them down, and asked him this ominous question.

" _ **Tell me something, kid. Have you ever danced with the devil in the pale moonlight?**_ "

Those words burned into his soul for years.

They had taken his parents away from him, and now he had avenged him. But he knew the war was far from over.

His thoughts were soon interrupted as he opened his eyes and saw the light shining in the window; the symbol, a silhouette of a bat in a pool of bright, yellow light.

* * *

The elevator had taken forever to get to the top floor. Selina had jumped in it as soon as it had opened, pounding the down button and hoping that she was still in time to salvage some portion of her boss's speech. Thankfully, nobody else was going down just then, and she made the descent in under a minute. She ran through the lobby and out the main door of the department store.

Three motorcycles burst out of the crowd, headed straight for her. She jumped back out of the way as the cycles roared on by, still almost brushing her clothes. If she hadn't jumped she would have been crushed.

' _Boy, all those workouts at the gym are actually doing some good._ ' Selina thought before looking around at the chaos. ' _This is crazy!_ ' she thought, fearful for her life.

An organ grinder, with a big red organ box and handlebar moustaches, was the first one on the stage. And he had the usual monkey—except that this monkey had a gun. The Organ Grinder grinned and turned his box toward the Christmas tree. He twisted the handle. Bullets spewed out of the box. It was a Gatling gun! Ornaments and lights exploded under the hail of bullets.

"Take, that, tannenbaum!" the grinder yelled.

There were other newcomers on the stage now a grossly fat clown, another guy, dressed in rags, who kept sticking a sword down his throat, and this very colourfully dressed woman. For once in their lives Max and Chip weren't interested in the curves beneath the woman's costume, because a large portion of her costume consisted of rows and rows of knives.

Both the Mayor and Chip moved toward the back of the platform.

"Relax," the lady with the knives remarked. "We just came for the guy who runs the show."

The Mayor stepped forward. Max was impressed. He never thought the weasel had that kind of guts.

"What do you want from me?" the mayor asked.

The Sword Swallower laughed and pushed His Honour off the stage.

"Not you," The Organ Grinder remarked before the fat clown slapped the Mayor across the face causing him to be taken aback by the assault. "Shreck."

"You'll have to go through me!" Chip said stepping up to his father's Knife Lady whipped one of her blades straight at Chip, nicking his ear.

"Son!" Max called out

"Dad!" Chip called back. "Save yourself! Dad go!" Max leapt from the platform and was heading for the crowd at a dead run.

But Max had already leapt from the platform and was heading for the crowd at a dead run.

* * *

Alfred was trapped by the surging crowd, still mere feet from the safety of the Rolls. At the very minute that he had been about to reenter his car, that large box had burst open, sending the crowd into a panic and pushing him a dozen feet away from his goal.

There the car sat, bulletproof, shatterproof, with a phone inside with which he might be able to call Master Bruce and summon help, and there was no way he could reach it. Everyone was screaming and pushing futilely one against the other, but the crowd seemed trapped by its very density, without direction.

And the criminals only wanted to make it worse. A thug on a motorcycle plowed through the masses only a few feet in front of him while three stilt-walkers started kicking the crowd from behind. With all these miscreants in costume, Alfred thought, it was like some nightmare version of the circus.

He heard the roar of engines, not motorcycles this time, but a deeper sound, and one that he believed he recognized.

Alfred looked back to the plaza and smiled at last.

The Batmobile had arrived.

Blades shot from either side of the Batmobile, smashing through two different stilts in an instant. A pair of stilt-walkers fell to the ground face first.

But they were not out of danger yet. Alfred saw a circus strongman, all rippling muscles beneath his tight-fitting costume, bearing down upon them. It looked as if the butler would have to rescue the little girl.

The Strongman was gaining on them. Alfred glanced over to see that the Batmobile was shooting some of its arsenal, small black Batdiscs that whirled straight for the gangsters terrorizing the crowd. The Batmobile turned in Alfred's direction.

Now.

Knowing instantly, Alfred ducked as another Batdisc sailed over his head connecting with the Strongman's cranium. The Tattooed Strongman fell unconscious. Alfred stood again and smiled as the Batmobile wheeled past, he could saw a faint smile in the face of his young master.

* * *

Batman had taken care of the worst of this band of thugs in the middle of Gotham Plaza. Now he had to mop up the rest of this trash on the outskirts. He turned the Batmobile toward three more of the criminals who seemed intent on destroying the surrounding stores.

Batman found three clowns and smirked as he angled the Batmobile slightly so that all three were directly in his path, then pressed the accelerator. The clowns turned and fired on him. The bullets bounced harmlessly off the car's exoskeleton as the Batmobile sped toward its prey.

One clown managed to jump free, but the other two bounced smartly off the hood, Batman turned the wheel to follow another fellow who was breathing fire on the window displays of a toy store.

Both clowns had managed to cling to the hood, and one was firing at the windshield, the third clown was firing at him from behind.

' _Sometimes, these guys don't know when they're beaten..._ ' Batman thought as he hit the brakes.

As he stopped abruptly, launching both clowns forward into the Fire Breather. All three of them fell into the smashed window display. Now there was only one more to go.

He twisted the knob to activate the hydraulic lift. In a matter of seconds, the lift's steel framework unfolded from the car's undercarriage and jacked the entire Batmobile off the ground, spinning the vehicle completely around so that the toy store was now to the Batmobile's rear.

Batman heard a noise behind him as he gunned the engine again. Somehow, the Fire Breather had regained his feet. He jumped from the window, ready to breathe his flame, and he floored the accelerator. The Fire Breather was caught in the exhaust.

Batman checked the scene in his rear view mirror. This time, the Fire Breather went up in flame. ' _All lit up like Christmas Tree._ ' Batman thought.

Now what was that last clown up to, maybe Batman could give him a hot time, too?

* * *

With all this chaos Selina knew it was far to late to give Mr. Shreck his speech, her main problem was trying to stay alive. As she was running along the streets she noticed an elderly lady who had been shoved to the ground by the Ice Princess struggling to get on her feet, battling with the choice to either save her or save herself Selina noticed the locket around the seniors neck with a picture of a couple and their children...her family.

Tossing her fear aside Selina ran over to the older woman helping her to her feet. "Are you alright?" Selina said with a caring tone.

"Y-yes, thank you so much young lady, you're very kind." The elderly lady said with a warm smile as Selina handed her her bag of Christmas gifts for her grandchildren. Selina smiled as she watched the woman quickly take shelter into the nearby store.

"Mmmph!" she cried out as a hand clamped over her mouth, she looked behind her and her eyes winded at the clown who grabbed her. A guy actually dressed in a clown suit pulled her from the steps and stuck a tazer against her neck as he dragged her off.

She heard something crack as the clown dragged her, she managed to look down and saw that her brand-new heel had snapped off her brand-new fashion pump.

Now she was mad!

' _That's it!_ ' Selina thought, those heels cost her money!

"I probably shouldn't bring this up," she said pointedly to the terrifying Clown, "But this is a very serious pair of shoes you just ruined."

The terrifying Clown stared at her in astonishment.

"Couldn't you have just been a prince," she continued, "And broken my jaw? My body will heal, but that was the last pair left in my size!"

"All these innocent bystanders and I had to pick you?" the terrifying Clown asked, Selina opened her mouth to respond. "Shut up!" the Clown hissed.

' _Boy, somebody around here had really got up on the wrong side of the bed._ ' Selina thought, rolling her eyes. This creep had his tazer stuck in her face now, maybe, she should be worried about more than her shoe.

The Batmobile screeched to a halt in front of them, and the door flew open and a man dressed all in black leapt out and headed straight for them. It was Batman.

An acrobat somersaulted out of the crowd heading straight for the man in black, whose muscular costume also featured a very good-looking cowl and cape only for him to punch the acrobat's lights out with one very well-placed fist which got Clown's attention. He waved his tazer at Batman for an instant, then quickly brought it back to Selina.

"Listen up, Mister Man-bat," he said very loudly in Selina's ear. "You take one step closer and I'll zap this bitch!"

Batman just looked back and said nothing. He whipped out some sort of gun from a holster on his hip, and fired a spear toward the clown. The clown jerked his head away as the spear buried itself into the wall behind them.

"You missed." The clown laughed.

But Batman wasn't through, had he took the time he would have seen there was a line connected to the spear, a line Batman tugged sharply. A piece of the wall fell forward with the spear, right on the head of the terrifying Clown.

Selina saw her chance. "You shouldn't have left the other heel." She drove the point of her remaining shoe into the terrifying Clown's knee, making him lose his balance the rest of the way. The clown and the tazer went tumbling to the ground before kicking him across the face.

Batman stepped forward holding a gloved hand reached down picking up several of the scattered papers before handing them to the blonde who was utterly stunned. The Batman, hero to millions, and pretty well built besides, was mere inches away from her.

' _Come on, Selina! This is the chance of a lifetime, say something!_ ' Selina screamed to herself.

"Wow," she began. "The Batman—or is it just 'Batman'?"

Batman looked up, and for a moment their eyes met. He took a really good look at her, and she thought she looked very beautiful. Lush blonde hair, lovely eyes that are so green that he could stare into, incredible pair of legs, and a perfectly sculpted posterior that women all over Gotham would kill for. Despite her choice of clothing, he could tell she has a well toned body, evidence that she had trained at a gym.

She also thought he had such nice eyes and a perfect body, unable to take her eyes off his muscles exposed through his body armor, she saw the slightest bit of a smile beneath his mask.

He didn't reply. She tried to smile. But before she said another word, he was gone, half a block away in a matter of seconds, off to talk with Commissioner Gordon. The crowd gathered around the two and started to cheer.

"Your choice, of course." she added.

That was it? Her big meeting with Batman? Not that she could blame him. It was no wonder he didn't wait around, with her terrible attempts at conversation.

"Well, that was...very brief," she murmured. "Like most men in my life." she chuckled caustically. "What men?" She looked down at the unconscious clown at her feet. "Well, there's you but, let's face it, you need therapy."

She knelt beside the clown and picked up his tazer. She had never gotten a close look at the weapon when it was pressed into her neck. It wasn't a regular tazer at all. It had more of a futuristic look to it, like it shot out electricity or something.

Selina pointed it at the clown and pulled the trigger. She let out a loud yelp as she did when the jolt from the tazer hit the unconscious clown. So she'd definitely pulled the trigger.

"Electroshock therapy, what a bargain. Now we both feel better." she smirked as she made he way to her apartment.


	3. Ch2-Rise of the Villains

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

"Thanks for saving the day, Batman," Commissioner Gordon said in all sincerity. "Thanks for making the rest of us look like a bunch of dolts." he laughed, a trace of envy in his voice, but he shook his head as he watched his men rounding up the wounded thugs. "I'm afraid the Red Triangle Circus Gang is back."

"We'll see." was Batman's only reply as he surveyed the remains of the carnage around him.

Gordon wanted to ask exactly what Batman meant by that, but the Mayor showed up before the Commissioner could say another word.

"The Caped Crusader!" the Mayor bubbled. "We don't deserve you!" he smiled as a news photographer snapped a picture. "They almost made off with our mover and shaker, Max Shreck. But—"

His Honor stopped and frowned, looking back to the speaker's platform and the decimated Christmas tree. In a lower voice, he added, "Where is that insufferable son of a bitch?"

He looked back to Batman, he was no longer there. Gordon couldn't help but smile at His Honor's consternation. Batman had no need to stand around and listen to self-important politicians.

Gordon envied Batman more than ever.

* * *

Max heard the sound of cheers. Maybe all the carnage was over, maybe he should go back and join the celebration.

The sewer grate he was standing on opened up.

Max fell before he could even utter a proper scream. And as he fell, he saw the sewer grate pop back into place overhead.

He landed in something soft. But he didn't stop moving. Something had grabbed him around the ankles. And that something was dragging him into the darkness.

For the sake of form, Max screamed for real.

* * *

Max teeters up into consciousness, glancing to his side to see a grand Emperor Penguin curiously staring at him. Max yelps causing the Penguin to yelp back. Calming himself, Max turned his head forward, then screams again.

The block of ice is revealed to be a strange con- ference table populated by the Red Triangle Circus Gang, including: a disturbingly Ratty Poodle and its matching owner, a Ratty Poodle Lady, the Organ Grinder and his two monkeys, the Tattooed Strongman, Sword Swallower; the Knifethrowing woman, the Fat and thin Clowns, the three Stiltwalkers, Flame, the Snakewoman, and four acrobats.

An awesome, seedy electrical generator wires to a massive air conditioner, wheezes sparks with a malevolent hum. The gang's snickering now fades into respectful silence. Actual penguins of every size heedlessly horseplay in the icy moat. Max turned, an umbrella improbably held by one of the penguins. A figure stood behind them, his roly-poly body bulged from within a striped swimsuit, a relic from a bygone era that stretched from his shoulders to his knees, and his hands clenched into fat little fists. His skin was pale and waxy, yet appeared damp, and his sunken eyes bore holes in them feeding some fish to the penguins in his clawed flippers.

As he emerges from the pack, he flaps down his umbrella, revealing his face for the first time in glory. It is not a penguin but a man, the Penguin. The legend of the tabloids, the bird beast from beneath the streets

"Hi." The portly man greeted the startled business man with a grin. Max stood there stunned unable to form any words in his mouth.

"I believe the word your looking for is... _ **AAAAUUUGGGHHH!**_ _ **!**_ " The Penguin screamed echoing out throughout the abandoned Aquarium.

"Actually, this is all just a bad dream. You're at home in bed, heavily sedated, resting comfortably, dying from the carcinogens you've personally spewed in a lifetime of profiteering." Penguin said with a mad grin as he handed the sack to the knife thrower.

"Tragic irony, or poetic justice? You tell me." said the Penguin, a mad grin not leaving his deformed face.

"My god, it's true! The Penguin man of the sewer!" Max shuttered with disgust, covering his mouth with his handkerchief.

The Penguin took his seat at the center of the table pulling out one of his umbrellas.

"Odd as it may seem Max, you and I have something in common." The deformed man said, as his umbrella released a stream of fire before shutting off and putting it aside as he pulled out a new one.

"We're both perceived as monsters," Suddenly a blade shot from the umbrella before he set it aside as well and walked over to Max.

"Yet somehow? You're a well respected monster, and I am," He looked humbly down at himself. "To date, not." the Penguin said walking over towards the pool kneeling down to a pile of umbrella's at his feet.

Mutter some form of courage Max spoke up. "Frankly, I feel that's a bum rap. I'm a businessman. Tough, yes. Shrewd, okay. But that doesn't make me a monster."

The Penguin cuts him off with a cackle as he held up an umbrella. He begins to twirl it at Max, it had a bright spiral pattern, like one of those of a hypno disk.

"Don't embarrass yourself, Max. I know all about you. What you hide, I discover. What you put in your toilet, I place on my mantle. Get the picture?" the Penguin said is playing with the third umbrella.

"What is that suppose to do, hypnotize me?" Max questioned.

"No, just give you a splitting headache." the Penguin said with a chuckle.

"It's not working." Max said with gathering confidence, unfazed by the black and white spiralling pattern.

Suddenly, the Penguin pulled on a small trigger, causing a small explosion to shoot out from the Umbrella that made Max flinch as the Penguin sneered at him.

"Ya big baby! Just blanks. I mean, seriously, would I go through all this trouble tonight just to kill you?" the Penguin said as he approached Shreck. "No Max, I have an entirely other purpose." he said now with a more serious yet soft expression. "I'm ready Max, I've been here too long. It's high time for me to ascend. To re-emerge. With your help, your know-how, your savvy, your acumen."

He paused and looked to his circus cronies, who appeared genuinely moved by his admissions.

"I wasn't born in the sewer, you know. I come from," he soon indicates a hole up to the surface. "Like you," The Penguin continued forcefully. "And, like you, I want some respect! A recognition of my basic humanity! But most of all," The Penguin went on, his own voice almost breaking. "I want to find out who I really am. By finding my parents. Learning my human name. Simple stuff that the good people of Gotham take for granted!" Most of the circuses gang were up in tears at their leader's words, but Max held a questioning look.

"And exactly why am I gonna help you?" Max replied.

The Penguin smirked. "Well," he held out his hand as one of his cronies handing a tattered old Christmas stockings. Old enough it reminded him of the old stocking his agent had made for him and the other employees. He squinted his eyes to try an make out the name, 'Max.'.

"Let's start," the Penguin said, as he pulled out a metal thermos before he unscrewed it pouring out a slimy green liquid. "A batch of toxic waste from your clean textile plant. There's a whole lagoon of this crud in the back!"

"That could've come from anywhere." Max replied in great disinterest.

"What about the documents that prove you own half the firetraps in Gotham City?" the Penguin questioned.

Max raised a single bored eyebrow. "If there were such documents and that's not an admission. I would have seen to it they were shredded." he stated.

"Good idea." the Penguin chucked, as he held out his hand and the Poodle lady handed a set of shredded papers that looked like they had been taped back together.

"A LOT of tape, and little patience make all the difference," the Penguin proudly. "By the way, how's Fred Adkins, your old partner?"

Max became a bit rattled at that. How could this creature know about Fred?

"Fred?" Max murmured, feeling his cool slip away. "Fred. Fred's actually- I believe he's on extended vacation... He's-he's good." he finally said trying to recollect himself. Penguin grinned and chucked.

"Oh good," the Penguin said as he reached into the stocking an pulled out a human hand.

"Hiya Max, remember me!? I'm Fred's hand!" the Penguin laughed from the side of his like a bad ventriloquist as Max got up from his seat in horror as Penguin walked up to him.

"You wanna greet anymore body parts? Remember Max, you flush it, I flaunt it." the Penguin stated sending a shiver down Max's spine.

Max managed to gather himself and gave his best businessman smile.

"You know what, Mr. Penguin, sir? I think perhaps I could help orchestrate a little welcome-home scenario for you. And once we're both back home, perhaps we can help each other out." Max said patting the Penguin's shoulder.

"You won't regret this, Mr. Shreck." the Penguin said as he shakes Max's hand using Fred's severed one and leaving Max holding it as the Penguin and his gang laughed Max.

* * *

Selina threw open the door to her apartment.

"Honey, I'm home!" She waited for the answering silence before finishing the joke. "Oh, I forgot. I'm not married."

It was an old joke, but it was her joke. She laughed dutifully as she looked around her studio digs: the pink wall-to-wall carpet that went so well with her off-white furniture, her fully stocked dollhouse, that quilt she'd get around to finishing someday, her substantial collection of stuffed animals, and that neon "HELLO THERE" sign that would greet her when there was no man to do the job. Plus, of course, she had a Christmas tree to cheer the place up even more. Now, if her job would only allow her enough time to enjoy this place. Oh, well. A working woman couldn't have everything.

She opened up the closet and hung up her long winter coat, realizing, as it bumped heavily against the wall, that the pocket still contained the tazer she had taken from the clown. Oh, well, she thought again. She pulled the gun from the pocket and looked down at it. A woman also couldn't have too much protection.

An accusatory meow caused her to turn to the half-open window. There was her cat, returned from her nightly prowling in time to eat.

"Miss Kitty!" Selina greeted her, as she walked over to the kitchen counter. "Back from more sexual escapades you refuse to share." She put the gun down and pulled a bowl from the cupboard, then opened the refrigerator door. "Not that I'd ever pry."

She frowned. She was out of cat food again. Ah, there was the milk. She poured some in the bowl and set it on the floor. "Drink your dinner."

Miss Kitty walked regally from the window, as if by simply having the good grace to return to the apartment, the milk was no less than her just reward. Selina collapsed back against the counter, totally exhausted. Sometimes she wished she could have the carefree life of a cat.

She looked down at Miss Kitty, contentedly lapping at the milk. "What did you just purr?" She changed her voice, trying to make it sound more catlike. " 'How can anyone be so pathetic?' "

Selina nodded in resignation as she resumed her normal tone. "Yes, to you I seem pathetic, but I'm a working girl, I've got to pay the rent. Maybe if you were chipping in, instead of stepping out."

She let the rest of the sentence hang in the air, and walked over to the phone machine, perched in the midst of pictures of Selina in happier, less hurried times: on a trampoline as a kid; her fifteenth birthday with her horse; that time she climbed the mountain during a college vacation. She used to have time to really get exercise. Now she was lucky if she could run for the subway.

She pressed the play button on her answering machine, then turned and pulled down the old-fashioned Murphy bed from its niche in the wall.

"Selina, dear," the first message began. It was her mother's voice, in her stern this-is-going-to-be-for-your-own-good voice. "It's your mother, just calling to say hello—"

"Yeah, right," Selina murmured, anticipating what came next. "But—"

"—but," her mother continued right on cue. "I'm disappointed that you're not coming home for Christmas. I wanted to discuss just why you insist on languishing in Gotham City as some lowly secretary when you—"

"Lowly assistant," Selina corrected as she reached back to punch the fast forward button. "Thank you."

She released the button as she heard the beep that signaled the beginning of the next message.

"Selina, about that Christmas getaway we planned?" It was her boyfriend Paul, sounding even wimpier than usual. "I'll be going alone." He paused as if afraid to continue, then added in a rush, "Dr. Shaw says I need to be my own person now, and not an appendage—"

"Some appendage," Selina remarked ruefully as she fast forwarded again. "The party never stops on Selina Kyle's phone answering machine." She sighed. "I guess I should have let him win that last racquetball game."

Another beep, another message.

"Selina," the gruff woman's voice began. "We've missed you at the rape prevention class." Her lecturing tone was almost as good as Selina's mother's. "It is not enough to master martial arts. Hey, Elvis knew those moves, and he died fat. You must stop seeing yourself as a victi—"

She fast forwarded one more time.

"Hi, Selina." An all-too-familiar voice this time. "This is yourself calling. To remind you, honey, that you have to come back to the office unless you remembered to bring home the Bruce Wayne file, because the meeting's on Wednesday and Max Slavemaster wants every pertinent fact at your lovely tapered fingertips!"

Oh, no! How could she have forgotten—well, she knew exactly how, what with the clown and all. But still!

"The file!" she murmured. "You stupid corn dog! Corn dog! Deep-fried corn dog!"

She went back to the closet to fetch her coat. So much for a good night's sleep.

She was slowly going crazy. Why not make it simple, she thought, and do it all at once?

For some reason, Miss Kitty meowed good-bye.

* * *

One way or another, Selina would finish this. Unless it finished her first. Her pen sped across the page of the pad in front of her. She already had twelve other pages of notes that she had made from the computer files, and all those pages were in shorthand. She was almost done, though. One more file to browse through, as she typed away at the keyboard she felt a hand on her shoulder causing her to jump with surprise as she turns to see the smiling face of Max Shreck.

"Working Late? I'm touched." Max said as Selina chuckled nervously.

"I'm just-bonning up for your Bruce Wayne meeting." Selina said in a rush. "I pulled all the files, and Mr. Wayne's hope for investment, and I even managed to open the protective files and..."

"Why, how industrious." Shreck commented cutting her off looking for the first time impressed. "And how did you open protected files, may I ask?"

Selina smiled at the opportunity to show her boss how good she was.

"I assumed that your password was Geraldo your Chihuahua and it was." Selina said pointing to the stuffed Chihuahua on Shreck's desk. "This all very impressive..." Selina commented. "Though a bit on the technical side, I mean about how the power plant is a power plant in name only since in fact it's gonna be one big giant..." Max encouragingly nods: go on. She continues to consult her notes.

"Big giant capacitor. And that, instead of generating power it'll sort of be, um, sucking power, from Gotham City, and storing it- stockpiling it, sort of? Which, unless I'm being dense, is a novel approach, I'd say." Selina remarked

"And who would you say this to?" Max asked smoothly as he calmly lit a match and set fire to her notes causing Selina to swallow and move hastily to her feet.

"Well, um, nobody?" Selina said nervously as she watched Max toss the burning notes into the trash.

"What did curiosity do to the cat?" He asked as he walked up to Selina who began to take hasty steps back.

"I'm no cat," Selina said quickly. "I'm just an assistant. Um, secretary."

"And a very good one." Max commented.

"Too good?" Selina guessed as Max simply nodded. "Listen, it's our secret. I swear. How can you be so mean to someone so meaningless?" Selina asked frantically as fear began to run down her spine as he back hit the window.

"This power plant is my legacy, it's what I'm leaving behind for Chip. Nothing must stand in the way if that." Max stated firmly.

Selina's back hit the plate glass window. She was terrified out of her mind, but she had to find her courage and took a deep gulp and mustered her best glare.

"Alright, intimate me, bully me if it makes you feel big, I mean it's not like you can just kill me!" she shouted only for Max to shake his head sadly.

"Actually, it's a lot like that." Shreck said as he drew closer towards Selina who had a look of terror on her face before Shreck smiled at her. "Huh!?" Max laughed.

"What!?" Selina said as her whimpers turned to chuckles. Max chuckled as well and the young blonde assumed this was all a joke.

"For a second you really frightened me I-" Before she could finish, Shreck came forward and pushed her out the window screaming as she plummeted into the darkness and swirling snow falling through three awnings slowing her fall but couldn't delay the inevitable as she hit the snowy ground beneath her.

"Help me..." She managed to speak out. "Someone...please help me..." She begged someone warm and loving above all this.

* * *

What had he done?

The power plant was important to him and his future plans, certainly. Free electric power would be indispensable in his plans to undercut his competitors, especially as foreign investment drove this country to its collective knees. No matter who won that battle, the Shrecks would survive.

But perhaps he felt too strongly about that survival, to do something like this. Max shivered as he looked out the remains of the window. He would have to concoct a story. And they would certainly have to do something about the broken glass.

He turned and saw Chip standing in the doorway. Max would have to come up with a story even sooner than he had thought.

"It, it was terrible," he stumbled. "I leaned over—and accidentally knocked her—out—"

Chip nodded sympathetically. "She jumped," he corrected his father. "She'd been depressed."

Max stared at his son for an instant before he realized what was going on. "Yes. Yes," he agreed heartily. That was it exactly. "Boyfriend trouble?" he suggested.

Chip shook his head. "P.M.S.," he stated decisively. He turned and walked from the room.

Max could only stare after him in admiration. Now there was a son!

* * *

A dark figure looked over the rooftops of Gotham, feeling something as he clutched his heart as his eyes winded. He heard something, a woman crying out for help, someone he had to save. He looked over the ledge but he saw nothing but happy faces of the citizens walking by with Christmas presents and your occasional Penguin groupies.

'What was that?' Batman pondered touching his forehead as tried to make sense of who had just called out to him. Memories flashed back to the incident with the mad clown holding the blonde woman hostage and her pleases for Batman to help her. That woman's emerald green eyes still lingered in his mind, why couldn't he get her out of his mind?

"Please... Help me... Batman...please..." The voice echoed through the wind causing Batman to punch the wall in frustration.

"Where are you, please tell me where you are and I'll find you!" Batman whispered gritting his teeth in frustration. "Please, where are you!"

* * *

"Miss Kitty..." Those were the last words Selina spoke as the sight of the falling white snow turned to utter darkness as her eyes fully closed as she laid there in the cold snow.

By some strange form of fate or coincidence, Miss Kitty had heard her owner's pleads by a connection like that between soulmates, or a parent and child, and she was not alone joined by several other cats as they approached Selina's unmoving body. Cats of every shape, color and demeanor from every direction. Selina's cat crawls up onto Selina's blouse and begins to breathe into her mouth in an eerie feline C.P.R. ballet. A Siamese whispers in Selina's ear, aw-so-cute Tabbies snuggle against the soles of her feet. A scraggly Tom viciously bites her finger.

Selina felt deaths cold embrace beckoning her but something was keeper her from deaths door, a familiar sound she knew all to well, the sound of a cat meowing, she felt a warm tingle brush across her face as her eyes slowly began to open and she saw the image of Miss Kitty and her fellow felines surrounding her.

* * *

After what seemed like hours, Selina Kyle returned to her apartment, traumatized, confused and broken. She flicked the light switch on to enlighten the room.

"Honey, I'm home," muttered Selina, her tone flat and distant. "Oh, I forgot, I'm not married..."

She entered her apartment, turning on the lamp as she dropped it on the floor, not even acknowledging it. She went to small kitchen for the refrigerator, opening the door to bring out a carton of milk and carelessly filling the bowl, spilling it everywhere as Miss Kitty walked to her dinner.

Selina then chugged a carton of milk, the contents soaking her blouse, as she, almost as if she was in a trace, went to her answering machine to listen for the messages she missed.

"Selina," It was the voice of her nagging mother in her usual stern tone that she was growing tired of. "This is your mother, call me."

Another beep, another message.

"Selina, this is your mother," Her again. "Why haven't you called me back?"

All her life, she was always shy, timid, weak and submissive. She had never questioned anyone or anything, letting people walk all over her. Always obeying without question, always doing what she was told, always in the shadow of someone else, never actually stood up for herself when needed.

Another beep, another message.

"Hello, Selina Kyle," said a monotone female voice. "We're just calling to make sure you try Gotham Lady Perfume. One whiff of this and your boss will ask you-"

The rest of the message fell upon deaf ears, as Selina turned around to face the machine with a new found feeling of hatred. Her body was visibly trembling with a mixture of fear, anger, sadness and adrenaline. She was going through every possible emotion at this very moment, as she felt every ounce of her innocence that she held so dear slipping away. It was that name, just one little mere mention of her boss' name that was breaking the last chains of her sanity.

Her whimpers turned into heavy breathing, tears streaming down her face, letting out a spine chilling scream, and threw the milk carton right at the answering machine.

She ripped the infernal machine off, smashing it into pieces before she tossed the couch side what held her phone and answering machine over. She grabbed her stuffed dolls from her couch, and she tried to stuff them all down the garbage disposal unit. She went for a large kitchen knife, and just proceed to stab the poor dolls into little pieces in a very murderous way. She turned on the disposal, slicing the dolls into shreds as the white stuffing flew out of the hole.

She picked up a frying pan, and started smashing up every mirror and picture frame in the room before she dropped it on the floor with a loud clang, leaving behind hand sized dents on the walls.

She set to work, with a black spray can. She smeared away the bright pink and yellow colors that decorated the room in a rather messy fashion, but it still wasn't enough for her. She kicked open her room door and trapped her stuffed animals and fed the smaller ones to the garbage disposal while she larger ones were cut open with a knife. A knitting needle effectively destroying a perfectly nice doll house.

After that, Selina opened up her closet door and looked around the various cute clothes she had lying around her closet before she threw them all to the ground. She even went out of the way to spray a girly pink t-shirt with adorable little kittens on the front with black, ripping it down like it was trash. She scavenged through to find something in particular, a shiny black, latex raincoat.

Selina felt her heart skip a beat as she looked at it with a new found feeling of lust. She took to her bedroom, looked at the neon pink 'Hello There' sign, and knocked out the O and T as she walked by. She spray painted a nice little doll house, not long before smashing it into bits, sliding it away to clear space on her little desk to begin work on her raincoat.

She looked like a woman possessed while cutting and sewing some interesting black scraps to sew a very special outfit, as she began to think new ways to express her emerging sinful persona. She let out what looked like a lustful, devilish smile.

She took the metal wire, thimbles and sewing needles, making them into some sort of claws. She tried on a black, latex glove tightly around her slender hands and began to put something together. Well, why not make them from common household implements? It was amazing how easily things found around the kitchen could be turned into deadly weapons.

Miss Kitty roamed about the apartment, full of purrs and imperious meows, approving of every change.

There was a cheerful neon sign, removing those two most crucial letters, so that what once read "HELLO THERE" was transformed to something much more appropriate: "HELL HERE." For it would be hell for all those who had wronged her.

* * *

Dawn was approaching by the time Selina had finished, for her work had taken the rest of the night. She violently ripped her tattered blouse off, unsnapped her bra, kicked her shoes off to expose her elegant bare feet, and took her skirt and underwear off all at once, exposing her trim, nude figure.

She looked at the disgusting pink all around her, the colour that reflected the naive girl she once was. That innocent little girl in her had died when Max shoved her through his window. When she felt this new personality that was in the darkest recesses of her mind that rose from the surface, she knew deep down there was no going back.

Half an hour later, Selina strutted into the main room of her trashed apartment, fully dressed in her new shiny, sleek, black outfit. The feeling of her new latex suit that hugged her skin in all the right places, along with her growing confidence, she felt like she can do anything, and she was going to get what she craved for so long, and that time is now.

"I don't know about you, Miss Kitty," she said in a soft, seductive, sultry tone. "But I feel... so much... yummier..."

With a foreign, strange feeling within her, she squatted down with her hands above her knees, her latex suit creaked loudly as a result. Her hands travelled up her luscious hips, her tongue licking her lips in a hypnotizing, alluring way when she felt up her breasts, her erect nipples showed against the latex. She ended up to a relaxed yoga stretch above her head as her new persona that lingered in her mind had fully emerged. She wanted to use it from here on out, and soon, Gotham will know her name. She will make sure that they will remember her as this mysterious sleek woman who will take down Max Shreck, along with his power, his wealth and his schemes. She will let them know that she will take something he holds dear away from him as much as he took her innocence from her.

And she will stop at nothing until the bastard dies.

* * *

Max was back in the open, out in Gotham Plaza, just like he had been the day before, except that everything had changed. The businessman smiled and waved to the crowd, and prayed that everything went according to plan.

This time, there wasn't much of a crowd beyond a few curiosity seekers. The smaller stores here had all been trashed. Even Shreck's Department Store had sustained some damage. For now, the shoppers would have to go elsewhere. But in their place were all the TV news-cams with their crews and well-groomed on-the-spot reporters.

And the Mayor was here as well with his wife and infant son. Max solemnly walked beside the Mayor and his family, all four of them caught in the glow of TV lights, before they paused before the speaker's platform.

"Ladies and gentlemen, I come to you today to denounce the urban chaos that's seems to have come to our great city. It's got to stop! And it's going to stop! This city is coming apart in season when it should be coming together. I don't care what the civics mat say this is the Christmas season, it should be a time of healing."

As the Mayor was giving his speech he failed to notice the figure slowly creeping up behind his and his family. "I tell you this, not just as an official, but as a husband and father." He raised a warning finger above his head to drive home his point. "Last night's violence will not happen again!"

An acrobat somersaulted from behind the ravaged Christmas tree, straight for the Mayor's wife, snatching the baby from her arms with a single fluid motion. The circus performer leapt back onto the platform, and held the baby aloft as if he were accepting an award.

"I'm not one for speeches, so I'll just say 'Thanks!'" he remarked with a broad grin.

The Mayor lunged for the acrobat, who calmly kicked His Honour in the chest. His Honour crumpled as the acrobat jumped from the platform and raced through the astonished crowd as he catapulted himself into an open manhole.

Max pushed his way forward as the crowd gathered around the dark hole in the street. There was a moment of silence, then noise erupted from below.

"Hey!" someone yelled from down below. "Oww! Get away! Ouch!" The cries of pain were accompanied by a heavy thumping sound, as if someone was being soundly thrashed.

The crowd gasped as the acrobat, battered and bruised with clothing torn, dragged himself from the manhole and ran rather unsteadily... but still very quickly... away through the throng.

No one thought to stop him. He no longer held the baby. And there was something else down in that manhole.

"Stand back!" someone in the crowd yelled.

"My God, look!" another voice cried.

For, out of the darkness, the Mayor's child was being raised up into the light. The crowd gasped. How could such a thing be? It was almost magic. But no, he was being held aloft by someone—or something.

A flipper emerged from the manhole, followed by the portly visage of the Penguin!

The crowd cheered and the Penguin smiled.

* * *

At stately Wayne Manor, Bruce watched Alfred decorate a large Christmas tree, but finding his attention claimed by the TV. Bruce is sitting on the couch, also entranced by the lead item on the local news.

"This morning's miracle Gotham will never forget," said the news reporter on TV. "The shadowy, much rumoured Penguin-man of the sewers, arisen. Until today, he'd been another tabloid myth, alongside the Abominable Snowman and the Loch Ness Monster. But now, this odd little man-beast can proudly stand tall, alongside our own legendary Batman. Saving the life of the Mayor's baby and announcing his presence to the world."

Bruce and Alfred are both frozen (Alfred's arm outstretched to the tree, ornament dangling). Both still staring, at the TV screen showing the Penguin in Gotham Plaza, doing a live interview. Standing shabby but proud in his tattered cloak, shielding his eyes with a small, touchingly frayed umbrella from the glare of the studio lights. He haltingly, earnestly tells everyone, looking into the camera.

"All I want in return," the Penguin said in a haltingly, earnest tone. "Is the chance to... to find my mom and dad. A chance to find out who they are... and, thusly, who I am. And then, with my parents, just ... try to understand why...why they did what I guess they felt they had to do, to a child who was born looking a little... different." Penguin said holding up his flippers "A child who spent his first Christmas, and many since, in a sewer."

Alfred is back to trimming the tree. But Bruce still stares at the TV screen.

"Mr. Wayne, something wrong?" The faithful butler asked causing his young master to break out of his thoughts.

"No, nothing, ah...his parents." As the small man walked down the plaza, Bruce couldn't help but notice the figure of Max Shreck. "I hope he finds them." Bruce finished.

Alfred murmured his agreement, "That would be nice." he said as he got back to setting the tree up.

* * *

Several news reporters were gathered outside the Gotham City Hall of Records trying to get pass security who were guarding entrance hoping to get an interview with the Penguin. The head of security made his wad out to the crowd.

"Penguin is not to be disturbed." He stated.

"The Hall of Records is a public place! You're violating the First Amendment, abridging the freedom off the press!" A reporter cried out in outrage

Suddenly, Max Shreck walked out standing he in front of the crowd, surrounded by a posse of his own sympathetic reporters, who jot down every pearl. "What about the freedom to rediscover your roots, with dignity, with privacy?"

"What's the deal, ? Is the Penguin a personal friend?" The reporter asked.

"Yes, he's a personal friend! Of this whole city. So have a heart." Max said as he flicks off the reporter's Record button. "And give the Constitution a rest, okay? It's Christmas." Walking away followed by some of the cops.

Inside the Hall of Records, the Penguin was alone in the vast, silent Main Hall. Seated at an enormous table. Surrounded by files marked "Birth Certificates". Hundreds of thousands of birth records of Gotham's citizens, past and present, and Penguin is patiently checking each certificate, "thumbing" through them all with his slimy left flipper.

His right flipper is wrapped around a pen. Every so often, Penguin pauses, then jots down another name, on a legal pad. So single-minded in his search, he doesn't hear the muffled cries of his name, through the windows, from reporters.

New soon fell the Penguin found the room illuminated by a small light as he continued to right down names, boys names on his legal pad.

* * *

In the dark abandoned shadows of the Batcave, Bruce Wayne was at work, looking for any information he could find on the Red Triangle Circus Crime gang.

The group had simply started as the normal circus troupe and had made a good name for itself in terms of entertainment. But one thing was on Bruce's mind at the moment, it's connection to the Penguin. Ever since he had seen him on T.V alongside Shreck, Bruce had begun to suspect there was more going on as he knew Max Shreck wasn't all the public knew him to be, and he had been the main target of the Red Triangle Gang's assault a few days ago. In his research, he learned of one peculiar freak show member and aquatic bird boy, following that he had also learned that the circus had shut down at numerous reports had been filed for missing children but at least one Freak Show performer had vanished before they could be questioned.

* * *

Batman guided the Batmobile down the deserted streets of Gotham. It was far too quite for his liking, it was as if the criminals of Gotham were waiting in the shadows for something big to happen. Batman soon notched a light flash on the screen of the Batmobile, he pressed it and Alfred's face appeared on the screen.

"The city's been noticeably quiet," Alfred said in a tone of disapproval. "Yet still you patrol. What about eating? Sleeping? You won't be much good to anyone else if you don't look after yourself." He said scolding his young master.

"The Red Triangle Circus Gang. They're jackals, Alfred. They hunt in packs at night." Batman said glancing out the window as he neered his destination.

"Are you still worried about that strange heroic, Penguin person?" Alfred asked.

Batman chuckled as he pulled up to the Hall of Records. "Funny you should ask," He took a glance over to the single lit window. "Maybe I am a bit concerned. I think he knows who his parents are. There's something else he wants." Batman said, watching the Penguin continue to write down names before he pulled off away into the snowy night.

* * *

There was a major turn out at Gotham, a bunch of mob reporters and the press which wasn't much of surprise as they followed the Penguin everywhere, but they're was huge crowd of the general public as well, many of them were young women dressed in black. Penguin groupies no doubt, if he had known this would happen, he would came out of the sewers long ago.

The police formed a protective line to keep the curious folks out, as the Penguin waddled through a cemetery in a forgotten part of Gotham City as he approached two headstones engraved with the names Tucker and Ester Cobblepot, his dearly departed parents. The Penguin got on one knee pulling off his hat and from his trench coat pulled out two blackish roses and set them in front of the headstones as he rose to his feet giving them one last forlorn look before putting back on his tophat, and made his way towards the gate where the crowd looked on cheering and shouting his name.

"So Mr. Penguin," a reporter spoke up only for the Penguin to cut him off at the start.

"A Penguin is a bird that cannot fly!" he stated holding up his umbrella. "I am a man! I have a name! Oswald Cobblepot!" he said proudly.

"Mr. Cobblepot!? You'll never get a chance to settle up with them, huh?" The Reporter asked as the crowd gasped

The Penguin lowered his head with a saddened expression. "It's true. I was their number one son. And they treated me like number two. But it's human nature, to fear the unusual." He raised up his gloved hand. "Perhaps when I held my Tiffany baby rattle with a shiny flipper, instead of five chubby digits, they freaked." He paused for a brief moment. "But I forgive them." He said almost like a sad whisper, as he closed his eyes, tears falling from his cheek as the crowd cheered, unaware of the sly smirk forming on the corner of his face.

He had them in palm of his flippers.

* * *

"Penguin Forgives Parents! I'm Fully At Peace With Myself and the World!" The paper boy exclaimed, shouting out the front page article of the Gotham News with a picture of the Penguin on the cover. He barely had time to spare as he was swarmed by people looking to buy the articles.

"You don't need hands, as long as you've got heart."

"My heart is filled with love. I feel five feet tall."

A couple walked by discussing the story. "He's like a frog, that became a prince."

"No, he's more like a penguin."

* * *

A young girl about the age of 18 was wearing the standard Gotham High School uniform, was walking down a dark alley way on her way to school, unaware of the danger that was slowly drawing closer.

"Well, what do we have here? A sweet little mouse who's lost." A voice spoke up, causing the girl to turn behind her to see a burly mugger holding a knife.

The girl began to back away in fear, looking around frantically before she ran.

"Someone please hel-" The girls words were cut off by the muggers hand clamped over her mouth and dragged her into the alley way.

"Hey, now, now pretty little thing." The mugger smirked. "Nice and easy."

The now visibly frightened girl cowered, as the man's hands ran up her leg and licked his lips predator-like gazing at his prey. He was going to enjoy this.

The other woman who had watched the whole thing from afar has had enough of this. She leapt from the fire escape, landing squarely on the muggers back. He was thrown to the ground, both the mugger and victim looked up towards the corner of alley to see a dark black clad figure emerging from the shadows.

"I just love a big strong man who's not afraid to show it with someone half his size." The woman said as she stepped forward. Her voluptuous body wrapped from head to toe in tight black latex. The form fitting jumpsuit was put together in white stitches, a corset tied around her flat stomach, her mask left only her jaw uncovered and had two catlike ears. Spike heel hip boots completed her costume.

The mugger got to his feet and glared at the bitch who had dared to attack him and pulled out his knife stalking towards the black clad figure.

"Be gentle, it's my first time." She said licking her lips as he got closer. She darted out of the way, kicking the knife out of the thugs hands before delivering a savage kick to his gut knocking the wind out of him, causing him to stagger before she began to drive even more kicks to his stomach knocking him into the wall.

The woman hissed as she raised her hand, extracting a pair of sharp claws, shredding his face.

"Tic, tac, toe!" The woman said while clawing the mugger's face, before knocking him out with a single punch.

The woman in black latex surveyed the damage she had just done to the mugger. She couldn't believe how easy it was, and for someone who hadn't been in a fight before, she had done quite well for a beginner! She turned to face the girl with a huge smile on her masked face, her eyes glossed with lust as she eyed her up.

"Thank you so much, I was so-" the girl said before the other woman pushed her face with her gloved hand, grabbing her chin between her thumb and index finger.

"You make it so easy, don't you, honey," sneered Catwoman. "Always waiting for some big strong man to come and save you."

She leaned towards the girl's ear, her breath ghosting against her skin that sent chills down the young student's spine. She placed light kisses on the girl's neck with her red painted lips, she swore she heard her let out a shaky, delightful sigh, like she was actually enjoying it. She stopped an inch and let out a whisper that the girl can hear.

"I'm Catwoman, hear me roar!" cooed Catwoman, her whisper low and seductive.

Catwoman licked the girl's cheek with her tongue in a very alluring manner before she backflips out of the alley, leaving a stunned Barbara Gordon in her wake, heart pounding in her chest, breathing heavily with a sense of fear... and excitement.

* * *

Selina returned to her apartment through her bedroom window with a huge smile on her masked face, feeling rather pleased with herself after what she did in the alley. With a rush of excitement and adrenaline in her body, she pulled her mask off to free her wild blonde curls.

Selina wiped the sweat from her forehead. It may have been a cold winters night, but that couldn't stop her from sweating from the rush that was now surging through her body. What was once uncertainty and anxiety was replaced with joy and excitement. For once in her life, she felt so alive!

She hadn't felt this good in such a long time, that she couldn't even remember the last time she was that joyous! Her smile not leaving her beautiful face, as she felt a strange, wonderful sensation in her stomach when she seduced that young redhead who she rescued in the alley.

Admittedly, Selina thought this school girl looked cute, especially the way her glasses framed her face. She thought the little redhead looked a little flustered from the way she made a move on her.

Wait, was she now into women as much as she's into men? She had no idea.

In her honesty before now, she was never as much into women before, let alone seduce one. That instant she kissed this school girl's neck, she really didn't know what to make of it.

She sat on the edge of her mattress, slipping her clawed gloves off, untied the laces of her boots to remove them off her feet, and placed them next to the bedside table.

Miss Kitty crawled along Selina's mattress and curled up on her lap. Selina smiled down at adorable little black cat, scratching her behind the ears earning a soft purr from her feline friend.

"You should have seen me out there, Miss Kitty," Selina said before looking off to the night sky. "I wonder if this is how 'he' feels every night?"

Who was Selina thinking of? Why Batman of course. Ever since she'd seen him in the news, she couldn't stop herself from developing a crush on the masked vigilante.

Then to have the opportunity to finally met him. Only to blow it. But not again, the next time they meet, Batman will be the one left speechless.

In fact the thought of the most feared man by Gotham's criminals...was a true turn on. Her hands slowly made their way downwards, sliding her palms that caressed the smooth silk-like material of her suit, as Selina closed her eyes letting her imagination wander.

Miss Kitty jumped off Selina's lap, as the costumed blonde laid down on her bed. Selina's hand swiftly made it's way between her legs, her latex suit making erotic creaking noises with each move she makes, as the palm of her hand rest on the smooth latex crotch, her pussy threatening to dampen, her thoughts becoming naughty, picturing the Dark Knight sharing the same bed as her.

* * *

 _A naked Catwoman was laying down alone in a void of darkness, she suddenly felt a hand softly cup her breasts while the other began to rub between her legs._

 _"Oooh..." Catwoman moaned, before turning behind her to see Batman draped only in his mask smiling softly at her as he massaged her breasts tenderly before leaning into a kiss._

 _The Bat and the Cat's tongues fought for dominance._

 _Catwoman managed to maneuver her body so that she was now on Batman's lap wrapping her arms around his neck and her legs around his waist, while his hands cupped her pert round buttocks softly rubbing it, causing her moan to grow louder at the touch of his hands._

 _The Dark Knight laid the buxom beauty down as he trailed kisses from down her neck all the way stopping at her navel running his tongue along her navel causing her to giggle._

* * *

Selina's thoughts were getting more dirty, picturing that sexy rubber suit that she wanted to rub all over, wondering what it would actually feel like on her bare skin. She giggled to herself at the thought, thinking as if she was starting to develop some kind of a fetish for rubber. Enjoying what she was thinking, Selina opened the crotch of her suit to make a hole between her legs. She inserted two fingers in her wet pussy, continuing her fantasy.

"Ooooh yeah..." sighed Selina, pumping her wet clit at an increasing pace. "I want you to screw me roughly, rubber boy..."

* * *

 _Catwoman moaned loudly at the fierce grip on her ass, as Batman leaned down to gently kiss her bare back. She silently cried out as he slowly began to thrust into her from behind. His hands entwined with her's as sweat began to run down their backs._

* * *

"Oh fuck!" cried out Selina. "Yeah, pound this ass!"

Selina gave one finale cry of pleasure as her fingers were coated in her own juices before falling into her bed breathing heavily from her experience. She brung her messy fingers in front of her open mouth, then she wrapped them around her lips, sucking her taste off, cheeks hallowing as she relished it. Selina had sex before and was no longer a virgin thanks to Paul...but that was a far cry from sex and he came to fast for her to even gain any semblance of pleasure from it. Selina slipped out of her costume and put on a t-shirt and panties before finally heading off to bed.

 **A/N: That's right folks, Barbara Gordon has made a cameo in the Batman Returns rewrite. Sadly, this is the only time we'll ever get to see her in this story. Don't worry, it doesn't mean it'll be the last of her, she will return in a future story that me and neostardustdragon101 will come up together. Until then, we'll see you in the next chapter! Peace!**


	4. Ch3-The Bat, The Cat, and the Penguin

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

Bruce Wayne gazes at this hapless exercise, then moves past the torched Bat merchandising toward the Shreck building. He knew the older man wanted to probably discuss his new Power Plant, which like the Mayor, Bruce felt was unnecessary. Perhaps this devastation would change his mind but he highly doubted. He walked up into the building.

* * *

Max escorted Bruce into his office the boy millionaire took a seat at the circular conference table.

"I'd offer you coffee, but my assistant is using her vacation time." Max said taking his seat.

"Good time, too." Bruce said. "Everyone but the bandits will be slacking off until after the New Year anyway." Bruce said.

"Not sure I like the inference, Bruce." Max replied

Bruce raised and eyebrow. "Sorry Max, didn't realize I made one." Bruce apologised.

"I'm pushing this power plant now only because it'll cost more, later. And a million saved is a million earned."

Bruce opens his briefcase, pulls out a bound report. "I commissioned this report. Thought you should see it." Bruce announced handing Max the files. "I'll cut to the chase, Max, Gotham City has a power surplus. I'm sure you know that. So the question is: what're your angle?" Bruce questioned the businessman.

Max jumped to his feet. "A power surplus!? Bruce, shame on you - no such thing! One can never have too much power." Max stated Chip, standing tall beside his dad, vehemently nods. "If my life has a meaning, thats the meaning."

"Well I'm gonna fight you on this, see I've already spoken to the mayor and we see eye to eye." Bruce stated.

"Mayor's come and go, blue bloods tier easy." Max interrupted. "You think you can go fifteen rounds with Muhammad Shreck?"

"I guess we'll find out Max." Bruce agreed. "Off course I don't have a crime boss like Cobblepot in my corner so..."

"Crime boss!" Max shouted. "Shows what you know, Mr. To the Manor born with a sliver spoon. Oswald is Gotham's new golden boy. If his parents hadn't eighty sixed him, you too might have been bunkies in prep school?" Max remarked walking up to Bruce.

"Oswald controls the red triangle gang, I can't prove it yet but we both know." Bruce remarked

"Wayne, I'll not stand for mud sligning in this office. If my assistant were here, she would have already escorted you out the-"

"Anywhere he wants." A female voice cut in.

Bruce turned to see a woman walk in, and what a woman she was! She was very fashionably dressed, very attractive, and also somehow familiar. She looked over and Bruce and smiled.

"Nice suit." Selina remarked flashing her green eyes.

' _Now I remember!_ ' Bruce thought. " _She was the woman that clown had held as a hostage. She had seemed so uncertain then she does now._ " Bruce smiled back.

Max's face was stunned as if he saw a ghost by her sudden appearance but is utterly shocked. "Selina…?" he says lightly. "Selina, Selina…" he repeats trying to comprehend what's going on.

"That's my name Maximillions, don't wear it out or I'll make you buy me a new one." Selina replied with a sly smile.

Max blinked and shook his head, "Selina...this is Bruce...Wayne." Shreck said as Bruce held out his hand

"Yeah, we've met." Bruce said

"Have we?" Selina said causing Bruce's smile to falter.

"Oh I'm sorry, you know what, I mistook me for somebody else. I'm sorry." Bruce said rubbing his head

Selina catches his mistake, "You mean mistook me." Selina corrected.

"I mistook me...yeah, yeah. Isn't that what I said?" Bruce stuttered

Selina smiled and shook her head "No, I don't think so." she replied both of them giving a soft chuckle before Bruce noticed her bandaged hand.

"What happened to your hand?" Bruce asked as he walked up and took into his earning a small blush from the blonde woman, but before Selina could give an explanation.

"Did you injure yourself on that ski slop?" Max said quickly with fake smile. "Is that why you cut your vacation and came back?" His face was stern, almost threatening her, to not say what happened.

Bruce saw the look in Max's eyes and he thought back to the broken window in his office.

"It's all...a blur...I mean not complete amnesia. Just yesterday." Selina said as Max began to get a nervous look.

"Selina, please show out Mr. Wayne" Max said.

"With pleasure." Selina said playfully and hooks her left arm around his to lead him out.

Once they were out of the room, Selina spoke up. "You don't seem like the type to do business with reck." Selina stated.

"And you don't seem like the type that takes orders from him." Bruce replied.

Selina smiled at him again. "That's a long story." She murmured.

"I could free up some time." Bruce volunteered.

"I'm listed." Selina said gazing into his dark blue eyes.

"I'm tempted." Bruce said looking into her green.

"I'm working..." Selina smiled as she stepped back towards the conference room.

"I'm leaving." Bruce said as the elevator does closed. "Selina..." Bruce murmured, then his eyes widened as he stopped the door and walked out into the building searching around till he found Selina taking off her bandages and squeezing the oozing blood into a coffee cup she turned and gasped to see Bruce leaning against the wall with arms crossed.

Selina tried smiled. "Pouring myself into my work." Selina said.

Bruce smiled. "Sorry...I uh...didn't catch your last name."

"Oh! It's Kyle, rhymes with dial." Selina replied getting a thumbs up from Bruce and walked away. "Something about that man." She purred in her throat.

* * *

"Dad, you buy that blurry business?" Chip asked walking up to his father.

"Women..." Max had to admit it. This Selina thing had him spooked. Her death would have been so much simpler. But he couldn't let this little setback destroy his confidence. "Nothing surprises me Chip, except your late mother. Who'd have thought Selina had a brain to damage. Bottom line, she tries to blackmail me, I'll drop her out a higher window. Meantime, I've got better fish to fry."

It was time to call The Penguin, and check up on Oswald's new home. Not, of course, that Oswald Cobblepot knew anything about its real purpose. Yet.

* * *

Oswald Cobblepot had to admit it; Max had come through on this one. His new headquarters had two different floors. Downstairs was big and brightly lit and still under construction, as if Max was planning to give The Penguin some sort of office. No doubt it would be a good place to meet the public, if The Penguin ever wanted to do that sort of thing.

Upstairs, it was a different story: dirty, dingy, cluttered—a real working space. The Red Triangle Circus Gang hung out up here, practising their acts and generally acting rowdy. They had opened a large ventilation duct up here that also opened up at the rear of the building, so that the gang members could come and go at will without the embarrassment of having to deal with those boringly legitimate people on the first floor.

And the Penguin had his list of names, all on that pile of yellow legal pads. Now all he had to do was cross-reference every single one of them against the white pages of Gotham phone books.

"Oswald, it's Max." The businessman called out as he made his way up the stairs. "You home?" Max said stepping between the members of the Red Triangle Circus, past the Tatooed Strongman, rippling those belly dancers he had tattooed on his biceps, stopping to let one of the acrobats walk past on his hands. Max grinned at The Penguin. Somehow, he seemed much too cheerful for a businessman.

Max nodded at all the performers around them.

"Ah," he remarked. "Your extended family. Good to have a family"

The Penguin sighed. "I'd much rather not be disturbed now." Max was leading up to something. His lists would have to wait for the minute.

"Come on downstairs, Oswald," Max urged. "I have a surprise."

The Penguin scowled. "I don't like surprises." Sometimes, the Penguin still thought it was a mistake to come out of those sewers.

But Max reached into his coat pocket to pull out a paper napkin unrolling to reveal a piece of raw fish, this caused something within Oswald to stir, the animal within him called out to snatch the fish that Shreck was dangling in front of him as he led him towards the spiral stairs before finally getting his , The Penguin walked forward. So far, Max had more than held up his part of the bargain. And the businessman certainly knew, should anything happen to The Penguin, his circus friends were very good at revenge. After all, just ask his parents.

The Penguin dutifully closed his eyes almost all the way as Max led him down the stairs. This had better be good, or he'd let the circus gang practice on Max even earlier than he had planned.

He opened his eyes when they went from stairs to concrete.

"Ta-da!" Max announced.

The Penguin looked around the storefront. It had been transformed from an old drugstore into something bustling and cheerful, full of brand-new desks and state-of-the-art computers and smiling college kids. The place had gotten a bright white coat of paint, too, after which the walls had been covered with red, white, and blue bunting. But the most astonishing things here were the signs and posters, the biggest of which read COBBLEPOT FOR MAYOR. As if this wasn't enough, there were posters taped all around, and every one had The Penguin's picture on it.

Everyone cheered and applauded. Max's grin got even bigger.

The Penguin was flabbergasted. "But—" he began. "What—" he added. "I—I mean—" he tried to find words in his mouth but the just ended up as babbling.

"Yes, adulation is a cross to bear. God knows I know," Max said effusively. "But someone's got to supplant our standing-in-the-way-of-progress mayor, and don't deny it, Mr. Cobblepot, you've got the magic. Your charisma is bigger than both of us!"

"Mayor?" The Penguin replied.

Max smiled and grinned. "Mayor."

But this didn't make any sense, even to somebody who had lived most of his life in the sewers. "Max, elections happen in November. Is this not late December?" Oswald pointed out.

"Don't worry about it." Max waved off as he lead him to a well-dressed pair, so well-dressed that they smelled of money, and success, and power. One man and one woman, both wearing appropriately dark-coloured suits, both smiling perfectly gleaming white smiles. "I want you to meet Jen and Josh, my image consultants."

"Here!" Josh announced as he shoved something in The Penguin's mouth. "Reclaim your birthright!"

The Penguin glared down at the new object between his lips. It was a jet-black cigarette holder. The woman was circling him now. The Penguin wished he were back upstairs with his yellow notepads.

"I'm Jen," she announced as she grabbed his sleeve. "And what I'd like to do first is put theses little Glove thingies on you a second while I slip on these little glove thingies on you. Our research tells us that voters like fingers," Jen explained as she slipped on the deep black material.

Glove thingies? The Penguin glanced over at her handiwork. She was rather attractive under that suit. And he would certainly like to get under that suit. Her smile turned to a grimace as she touched his flippers. It was, The Penguin guessed, just that special way he had with the Penguin frowned at his new gloves. Still, if women liked fingers rather than flippers.

"Not a lot of reflective surfaces down in that sewer, huh?" Josh remarked causing him, Jen, and Max chuckle which soon turned to laughter. The Penguin liked the way Jen laughed. He laughed, too. All the people around them started to laugh as well.

"Still," the Penguin remarked. "It could be worse. My nose could be gushing blood."

Josh frowned at that. "Your nose could? What do you mean by-" Before he could finish The Penguin bit him, quickly, viciously, right on the nose causing blood to gush from the bite.

"Back!" Max yelled as Oswald let go of Josh's bleeding nose while Jen tended to him. "Everybody, back to work!" He waved them all back to work. "Let's. Make. A Mayor!"

Max led the short man in black over to a quiet corner by the water cooler. "You're right, we missed the regularly scheduled election, but elected officials can be recalled, impeached, given the boot! Think of Nixon, Agnew" He said handing Penguin a cup of water. "Then think of you, Oswald Cobblepot, filling the void."

"I'd like to fill her void." Oswald remarked leering over at Jen's bent posterior as she tended to Josh's nose.

"We're gonna need signatures to overturn the ballot. I can supply those Oswald." Max stated by the Penguin was still more focused on his female consultant.

"Teach her my French flipper trick." Oswald said wiggling his flippers. It was amazing, the wonderful things you could learn while working for the circus.

"Oswald," Max persevered. "We need one more thing."

The Penguin blinked. "A platform? 'Stop Global Warming! Start Global Cooling!' Make the world a giant icebox" he suggested.

"I like it" Max agreed all too readily. "But to get the mayor recalled, we still need a catalyst, a trigger."

"You're doing great, Mayor Cobblepot," he said aloud. "Your table is ready, Mayor Cobblepot. I need you, Oswald. I need you now. That's the biggest parasol I've ever seen!" He said with giddiness.

"An indecent like the The Gulf of Tonkin, or the Reichstag fire." Max suggested.

Oswald stopped his thoughts as he finally caught onto Shreck's words and looked up at Max wagging his flipper at him as they both chuckled. "You want my old friends upstairs to drive the mayor into a foaming frenzy."

Max grinned at that. "Exactly." he agreed.

"Sounds like fun," the Penguin agreed. "But I..." He hesitated. This was all happening so fast, he had almost forgotten his true purpose. "I mustn't get sidetracked, Maxie" The Penguin explained. "I've got my own things to tend to"

"Sidetracked? Oswald, this is your chance to fulfill a destiny that your parents carelessly discarded." Max replied causing the Penguin to take a moment of pause before turning back to face Max.

"Reclaim my birthright, you mean?" the Penguin asked. Now that he thought of it, it sounded pretty good.

Max nodded, arms still opened wide. "Imagine, as mayor you'll have the ear of the media." He closed the other fist. "Access to captains of industry." He opened both hands and cupped them before him. "Unlimited poontang!"

The Penguin pondered the various benefits of becoming mayor and smirked. "You drive a hard bargain, Max." He paused only long enough to realize he had made up his mind. "All right. I'll be the mayor."

He turned away from the businessman, and walked over to the windows of the storefront, which were hidden behind a heavy set of blinds. Thrusting his new glove between the slats, he looked out at Gotham City at night; a city that would soon be his. He could have it all—the mayor's office first, and then, with the whole city at his feet, he'd complete his sweet revenge.

The Penguin smiled and whispered three words: "Burn, baby, burn!"

* * *

The Organ Grinder played a merry tune as his monkey danced, then pressed the plunger. Boom went the Insta-Teller Machine! The monkey danced forward to snatch the cash.

"All this dough!" the Organ Grinder exclaimed. "It's burning a hole in my pocket!"

* * *

Selina looked out of the window of her trashed apartment, dressed in her latex suit and boots, but no mask and gloves on. People ran, she heard three or four different kinds of sirens. There was a fire in the distance. She heard gunshots that sounded like they could have come from around the corner.

Miss Kitty meowed at her.

Why not?

"An orgy of sex and violence?" she said to her cat. "Count me in, Miss Kitty." She took her mask and gloves from the couch and slipped them on. She crawled out onto the fire escape.

"Watch out Gotham City, here I come!"

It was time for Catwoman to sharpen her claws.

* * *

Catwoman looked down at the carnage down below seeing various clowns and circus characters on the streets. She thinks back at how one took advantage of her weakness when she was just her former meek self. Becoming enraged at the thought, she thought she would take revenge.

Two clowns run out towing large bags over their shoulders. Catwoman quickly lounges out from the side towards the clowns, as they turn their heads towards her surprised at the sleek black figure. The nearest clown to her is too slow to react as Catwoman quickly springs her homemade claws and slashes his face. The clown stumbles backwards as he drops his bag and puts his hands to his bleeding face. Catwoman quickly launches a flurry of kicks to his midsection with her sharp heels in which he then falls to the ground hard.

The second clown dropped his bag and tried to savagely kick Catwoman in the stomach. She suddenly flipped and trapping the clown between her boots before bringing her body back up and using her weight and momentum to force him down to the ground hard in. Catwoman gets up panting heavily, pleased seeing the two clowns on the ground.

Catwoman soon heard footsteps coming up from behind her. Standing behind her was another circus member dressed as ringleader in a red coat, black top hat, and a black whip wrapped in loops on his shoulder.

Catwoman retracts her claws and turns around with her hands extended down to her sides and her legs apart.

The ringleader looks at the scene of the two clown henchmen down on the ground and then back at her.

"Well look what the cat dragged in." he remarked.

Catwoman only gives a grin as the ringleader slowly begins to walk a little bit towards her over confidently. As he does so, he starts to unbutton the button on his shoulder holding the whip on his shoulder. Catwoman notices the whip and is suddenly intrigued by it.

Catwoman delivers fierce kick to his balls as ringleader lets out a gasp of air and falls to his knees. His hands instinctively goes to protect his crotch. Catwoman walks up to the pained ringleader before picking up his discarded whip.

"Mmm, a girl's got to accessorize," she says out loud while smiling deviously of how she could use the whip. She quickly coils the whip around her neck and body, leaving the end of the whip flowing down her butt, making it look like a tail and appearing even more feline now.

* * *

Meanwhile in another part of Gotham, a woman with a belt filled with knives chose an axe instead to beat down a door. The gang members around her were content to simply beat up defenceless citizens who happened to be passing by.

Batman stepped from the shadows and all the thugs turned to greet him. He reached down to his belt and pulled out a small electronic device that would be perfect for this occasion. He held the box in one hand as he punched four white dots, then a red, with the other hand.

The woman with the knives threw a blade straight into Batman's chest. It lodged in the insignia of his body armour. He'd have to pull it out when he had a free minute. Batman punched in a second code to follow the first.

All the thugs howled as one as they rushed toward him. Batman pressed a final button, and two wings sprouted from the sides of the box. His computerized Batarang was ready to take them on.

The Batarang whizzed from his hands, ricocheting from the skull of one thug to the next, one—two—three—four of them in front of him, and then the woman with the knives, knocking each one of them cold. Batman took a step forward as the Batarang swooped back behind him and knocked out that fifth thug who was sneaking up from the rear. The Batarang whirred away from its final target, most of its momentum spent, and headed back toward Batman. A poodle jumped from a nearby doorway and caught the Batarang in its mouth. It leapt back to a woman in a ragged circus costume, and both of them took off down the alley.

'I should really get that back...' Batman thought as he took a step toward the fleeing pair and retrieve his property.

A man leapt into his path and proceeded to pull a sword from his throat. Batman gave him a quick elbow to the ribs. The man doubled over, and Batman helpfully removed the sword for him.

He stepped over the sword swallower, and found himself facing a thin clown with three sticks of dynamite strapped to his chest along with a small clock face. It looked like some sort of homemade bomb.

"I'll blow up this whol-" the clown began, but Batman used the sword to cut the straps, then used the point to flip the bomb into his free hand as he e rapped the clown's skull with the hilt while the clown sank to the ground. Batman walked down the alley. He tossed the sword away.

He'd keep the bomb for a minute. 'You never knew when one would come in handy.' Batman thought making his way towards his next destination.

* * *

Catwoman had taken down another group of the circus rejects and decided to take a quick break before coming to her destination; one of Shreck's department stores.

She reached within the broken glass and opened the door from within. The entire department store was hers. And she anticipated taking payment from it for everything that Max Shreck had done.

She held out her claws, ripping the silk blouses and designer originals from a whole row of mannequins. It wasn't enough. What she needed was music! There was a stereo on the floor here, used to urge the shoppers to get into the Christmas spirit. She quickly flipped through the tapes, discarding anything that had to do with Frosty the Snowman or little drummer boys. Ah, this was more like it! Some cool jazz. Just the sort of dance music for a cat on the prowl.

She turned up the music, did a little erotic dance, swaying her hips to the soft beat of the music, and looked to see what she could smash next. That glass jewelry case looked promising. She leapt on top of it, stomping her spiked heels down with all her weight.

"Oh, for me?" she called as the glass shattered beneath her, scattering gold and silver. "You shouldn't have!"

She stopped at the Sports Department. They had trampolines. She used to love trampolines! Heck, the destruction of the department store could wait, she wanted to take a bounce or two. With a chesire cat smile on her face, she planted her feet onto to the trampoline getting some footing before she began to bounce up and down feeling like an innocent little girl again.

However unknown to her, two figures were slowly creeping up behind her. Catwoman stopped during her sixth bounce as she turned back to see she had company in the form of two of Shreck's lousy security guards.

"Who is she?" asked one guard.

"What is she?" asked another, grinning idiotically. "I don't know whether to fire, or fall in love?"

The two chuckled at the lame joke as they drew their guns at Catwoman.

"You poor guys," Catwoman chuckled. "Always confusing your pistols with your privates."

Before the guards even have a chance to open fire, she simply swooshes the weapons down to the floor with her whip.

"Don't hurt us, lady," said the guard, held his hands up in surrender. "Our take-home's less than $300."

"You're overpaid!" retorted Catwoman. "Hit the road!"

She slapped her whip to the guards, who hightailed out of the building with their tails between their legs. She wrapped her weapon around her chest before moving to her next plan of action.

* * *

Batman staggered forward, he spun around and saw the Tattooed Strongman with a smirk on his face.

"Before I kill you, I'll let you hit me. Go ahead." The Tattooed Strongman said with a laugh. "Go on, I need a good laugh." Batman smashed both his fists into the man's stomach before punching him across the face.

The massive man chucked. "That all you-" His taunts stopped as he notices a smirk on Batman's face he soon noticed smoke and looked down to see that Batman had attached the bomb to the strongman's leopard skin. Before the Strongman could react, Batman gripped him by his collar and gave him a firm push into an open manhole. Batman moved on as smoke rose from the manhole before an explosion erupted.

* * *

Catwoman went to the isle with a handful of spray cans and placed them on top of one of the microwave machines. She turned to see a little box with a door, and punched through with ease to rip the little door off its hinges to reveal a gas cylinder.

She slapped the pipe that contained the gas, released it with a loud hiss that echoed throughout the whole store. She opened the microwave, grabbed the cans and placed them inside the machine. She turned the timer clockwise to 5 minutes as she strolled out of the building.

* * *

As Batman made his way towards the town square, he saw the man responsible for this chaos. The Penguin, who shook debris from his umbrella, when he looked up he saw Batman.

"Admiring your handy work?" The Dark Knight asked the former circus freak.

He shook his head. "Touring the riot scene, gravely assessing the devastation, upstanding mayor stuff." Penguin explained as he approached Batman walked up to him glaring.

"You're not the mayor." He stated

"Things change..." Penguin replied with a grin and a shrug.

"Once you were their freak, now these clowns work for you it must feel pretty good." Batman said

"Better than you know, Batboy." he repiled.

"What do you want?" Batman demanded.

Penguin grinned. "Ah, the direct approach, I admire that in a man with a mask." The Penguin soon stuck his umbrella at Batman. "You don't really think you'll win, do you?"

The man with a mask smiled. "Things change."

The Penguin was about to reply, when they both heard the sound of glass shattered at the entry way to Shreck's department store. They both turned to see a woman in black perform a series of back-flips towards them, she performed a final somersault and stood on her feet facing them both. Her costume was not only black and shiny, it was tight, and shapely, it made her look like a cat. A cat, the Penguin would like to get to know better.

"Meow..." she remarked.

Simultaneously, Shreck's department store explodes. Batman and the Penguin had to cover up from the force of the explosion. He looked around, until he saw her climbing up a building.

The Penguin looked up from his umbrella, the flying glass stopped and much to his disappointment the woman had disappeared as well. He glanced over to Batman.

"I saw her first. Gotta fly!" The Penguin remarked as he pushed a button on his umbrella, the steel rods began to whirl shredding the black cloth revealing a compact rotor that carried the Penguin into the sky he sailed away from danger and towards his destiny.

* * *

Catwoman had made it up the rooftop a minute later, waiting on the roof of the power shack that she was planning to use for her escape. She had no intentions of escaping, but rather a nice quiet place to have some fun with Batman. She was going to lure him there, and use it to help launch her assault, and maybe get him to ravish her good.

Catwoman's red painted lips curled into a naughty grin at the thought of the Dark Knight having his way with her, which was perhaps to good to be true.

After what felt like an eternity, Batman finally made it to the rooftop. He looked around hastily, until he received a boot to the face from Catwoman. Batman hits the ground on his back, he rolled to the side and got up.

"Where the fire, cowboy?" said Catwoman in a sweet, seductive voice.

Catwoman jumped down, preparing to attack some more. Batman was slightly winded from the fall, but he had taken worse before. As he tried to collect himself, Catwoman saw an opening and performed a couple of roundhouse kicks to Batman's abdomen, and done another kick to the left side of his face. It connected, and Batman staggered back a few steps from the blow.

Batman's eyes went wide with terror as he realized the kind of damage this could do. His pause was not met well as Catwoman swiped at his face and her claws left a mark on his cowl and caught part of his exposed cheek. Batman staggered back and instinctively brought a hand up to the wound. This is when Catwoman launched a straight side kick into Batman's abdomen. Her heel making strong contact and loud thud sound. Batman may have had some protection, but the blow still hurt and knocked some of the wind out of him.

Catwoman went for another few kicks and punches, only this time, Batman had the upper hand. He blocked a few kicks and a couple of punches, and he went for the kill as his fist connected her left side of her face, causing her to stagger to her hands and knees.

"How could you," said Catwoman in mock hurt. "I'm a woman!"

"I'm sorry, I... I..." Batman apologized, only to get kicked in the shin for his troubles.

He stumbled back from the force, giving her the opportunity to lash out her whip, and cracked it dangerously about a close meter to Batman, who stumbled back from the lethal black leather, flapping his arms trying to protect himself, ended up falling from the edge, only to grab the end of the whip, barely hanging on.

"As I was saying," said Catwoman, looking down to face him. "I'm a woman, and I can't be taken for granted. Life's a bitch, now so am I!"

Unknown to Catwoman, Batman used his free arm to reach his utility belt to pull out a plastic test tube filling with some kind of blue fluid on top, and red on the bottom, separated by a thin barrier. He lobs the bubbling tube as Catwoman starts to sever the whip. The mixture explodes against her forearm, causing her to shriek in surprise, and sours down onto the next ledge.

Batman leaped down after Catwoman, who was frantically clawing the roof, trying to prevent herself from sliding off. He grabbed her arm in time, lifted her up on the edge of the building, and from that moment it was just the two of them, locked eyes onto one another.

"Who are you," whispered Catwoman, her tone low and sultry. "Who's the man behind the bat? Maybe you can help me find the woman behind the cat..."

With the same fluttery sensation she felt on her first prawl, Catwoman traced the Dark Knight's hard rubber armour with the tips of her clawed fingers.

Feeling a strange sense of temptation coming over him, Batman soon found his own hands travelling over Catwoman's body. He slid his hands over her frame, feeling up her outfit, then coming to a stop on her tight latex clad buttocks, his right hand fondling it as if he was moulding soft dough. Catwoman couldn't fight off the moans that were escaping her lips, her own hands travelling along his body until they came to rest between Batman's legs.

"Ahh, there you are..." Catwoman said seductively as her hands rubbed his covered manhood, earning a groan of pleasure from the Dark Knight, which became music to her ears only for him to fondle her butt even harder.

Their memories of their previous engagement were soon gone, as the fire burning inside of them took hold of them both. Catwoman's arms snaked themselves around Batman's neck as she brought him down into a fiery kiss.

' _This is better then I thought it would be..._ ' Catwoman thought as she soon felt his tongue beg from entrance which she was happy to allow.

' _God, her lips feel so warm. It's like flames being sent through my whole bod_ _y._ ' Batman thought.

The two of them soon broke their kiss, a small gap if saliva connecting their lips. Catwoman took hold of Batman's hands as she led him away from the ledge.

As soon as they were safe on the rooftop, Catwoman pushed Batman onto the floor, climbed atop him of him with her knees on each sides of his hips. She licked her lips as her clawed fingers tapped the rubber armour, her body quivered with lust by looking at it. She leaned down to give frantic, yet gentle kisses on the material, which dampened her pussy as a result. She placed her gloved hands to on his hard abs, enjoying the taste of rubber on her lips and her tongue.

Batman took his gloves off to place one of his hands to rest the back of Catwoman's latex covered head, feeling how smooth and slick the latex is beneath his palms as the female feline contines to worship his latex clad body.

After letting Catwoman do her foreplay long enough, Batman rolled aside taking latex clad woman with him to switch places. Batman was now on top of Catwoman, who had a sharp blush on her face, feelings of her shy timid self begging to resurface within her. Batman took hold of her hand and her knuckle, while rubbing her cheek comforting her, ironically the same cheek he had struck her.

The Dark Knight leaned down and dug his face into Catwoman's neck as he kissed it, causing her to gasp with a pink tinge on her cheeks, his hands moved along her side then to her thighs using his left hand to explore her inner thighs.

"Ah, ah, ah..." Catwoman moaned as she felt her body begin to grow hotter from the Dark Knight's touch.

Catwoman squeaked as she felt Batman's hands once again on her bubble butt. She had never taken the feared Dark Knight for an ass-man, not that she was complaining about it.

Batman could understand why the feline fem's butt was entranced, they just fit so perfectly in his hands, as well as they were too soft and sexy to ignore. Batman quietly reached into his utility belt, and pulled out one his Batarangs, cupping her right butt cheek as he held it, cutting open the crotch area of her latex outfit to expose her twitching ass and wet pussy.

Batman gazed upon the exposed mounds of flesh, licking his lips in anticipation. his hand soon moved under her butt, his middle and index finger to her womanhood making her start to pant as she felt herself heat up more. Batman smiled as leaned down and nibbled her neck, earning a mixture between a moan and a giggle.

"Your body certainly is sensitive, isn't it?" Batman said, still panting Catwoman could only muster a nod as his fingers began to rubbing her womanhood causing her to moan and pant louder than before. He placed her thighs onto his shoulders, and lowered his head down between her legs. His hot breath touching her moistening pussy, he took a moment to take in her sent which had a hint of vanilla before he dived into her womanhood with it with his tongue.

"Oh God!" Catwoman cried out in pleasure as her hands came down pressing Batman's face further into her pussy.

Catwoman flipped them over again so that she was now on top, shifting her position do that his face was facing her ass. She turned and gave Batman and smile.

"Just relax, this kitty needs her milk." she said as swiftly used one of her claws to open the crotch area of his suit. When she managed to peel the part of the suit away, it was no surprise his large cock sprang out, already hard.

Catwoman's green eyes widened at it, not believing the impressive size! She could not stop staring at it! She was getting more hot and turned on, pretty much nearly drooling at the sight.

' _Now THAT is a man's cock!_ ' thought Catwoman, her smile growing wider as she took her clawed gloves off, and leaned down giving his erect manhood a small lick as she began to rub and fondle his balls.

She then began to kiss and lick them, before she ran her tongue over the Dark Knight's rod. Once it was wet with sticky saliva, she took it into her mouth.

Batman sighed as the amazing beauty swallowed his cock, his eyes inched open as he watched the feline beauty's head move up and down his shaft, moaned out loud as her hot and wet mouth sucked him off while her hands played with his balls.

"Mph, mph, mph, mph!" Catwoman grunted as she pumped the cock deep into her mouth, she soon began to feel his veins tightening as he exploded into her mouth. "Mmmmmphhh!" She drank as much as she could before pulling back, coughing a bit as the cum exploded onto her face.

Batman couldn't take it anymore. He gripped her hips to turn her to face him, both of them were done holding back. Catwoman positioned herself above his manhood before she impaled herself onto the massive pole, causing them both to cry out in pleasure as they became one, their hands travelled along each other's body as their lips mashed in a sloppy wet kiss.

Batman groaned out, then became relaxed, letting Catwoman start at a slow tempo, moaning deeply at aching feeling he was giving her pussy.

"Oh yeah," groaned Catwoman, smiling away at the wonderful ecstasy. "Oh, feels so fucking good!"

Batman was a little surprised at Catwoman's choice of words, he thought he would give her more fuel by gripping her ass cheeks harder, the pressure threatening to rip the latex. When he did, a loud moan escaped from her now smudged red painted lips.

"Oh fuck!" she cried, licking her lips. "Fuck me good, butt man!"

Their pacing increased, and did their rhythm. She bounced up and down his huge cock, he arched his back, gripping tightly to her ass, not breaking the rhythm of the pleasure they were giving to each other.

They were both lost in each other, throwing all logic and reason away. Catwoman roughly pounded away at Batman's hard cock, latex slapping against rubber creating the most erotic noise that both vigilantes had ever heard, which earned Catwoman to increase more speed she didn't know she had.

"Oh baby, baby!" Catwoman yelled joyfully, her bare hands gripping hard on the rubber, enjoying the feel. "I'm gonna cum, please don't fucking stop! Oh! Oh! Oh! Oh! Oh!"

'Oh. My. God!' thought Catwoman with excitement and tension in her tone. ' _This isn't anything like what I used to do with Paul... Worthless limp dick never had any time for foreplay. The only thing he ever got me hot with, was when he split coffee all over my blouse. But with Batman, he's treating me like I'm special!_ '

Batman can feel the climax building up, just continuing to pleasure Catwoman, not stopping for a second. She can feel it, she can feel the build up, knowing it was going to be an explosive one, and she knew it was going to be a good one.

Deciding not to hold anything back, she gripped his rubbery chest tightly and let out a primal scream, not caring if the anyone can hear her at the moment of pleasure.

"Oh, pound me good, you sexy fucker!" screamed Catwoman. "I think I'm gonna..."

It didn't take look for him to cum all over Catwoman's latex suit, covering her shoulders and chest with his love juice. She collapsed on top of him, covering them both with his cum. Her energy and strength drained from the experience, but she was more than sexually satisfied. She still managed to lick up some from his rubber armour, and even plucked some with her fingertips, and placed it in her mouth, sucking it seductively, knowing Batman would enjoy every moment of it.

"Mmmmmm, something tells me you have a thing for latex, butt man..." said Catwoman in a sexy, throaty tone.

Batman grabbed the back of her head and smashed his lips against hers their tongues twirling around fighting for dominance.

"And you have a fetish for black rubber." Batman said with a smirk of his own before they resumed kissing that lasted a long time.

Pulling back from the kiss, Batman laid his head back after what looked to be an hour of foreplay and sex, thinking about what had just happened. As he recovered slightly, looked up to see Catwoman, only for the mysterious woman to be gone, nowhere to be seen.

He barely managed to get to his feet, looking from side to side to find any sight of shining latex from the distance, and found nothing.

For some reason, he felt strangely disappointed.

He nodded in acceptance, almost grinning to himself at the disappearing act that Catwoman had performed. He himself had done that to his allies, now knowing what they felt when he disappeared on them in a hurry.

' _So that's what it feels like..._ ' he thought.

With nothing else in mind, Batman ran to the edge of the building, and extended his cape to glide into the far side of the city, making his way to the Batmobile.

* * *

Both young vigilantes soon returned to their respective homes. Selina took her mask, gloves and boots off, and plopped down on her bed face down rubbing her sore back, not bothering to take her suit off.

"Meow..." She mumbled before finally falling asleep with a smile on her face with a bright hickey on her neck, thinking about nothing else but her rubber clad, butt man.

* * *

Bruce sat on his chair in the Batcave, breathing heavily from exhaustion. He pulled off his cowl and the upper part of the rubber armour, inspecting the damaged crotch area of his suit, and some claw marks that Catwoman left behind were evident.

There was something about her that he had seen before, but couldn't place it altogether. Where had Bruce seen this woman before? Throughout the time he had spent with her tonight, he had a vibe that just couldn't leave him. Even after his sexual encounter with her, it had been bothering him non-stop.

Who was she? Who was that latex clad, cat-like lady that pulled all the seductive moves on him? What were her motives? Why was she somewhat familiar to him?

Bruce looked down at the mess that Catwoman made on his suit, he knew somewhere in the back of his mind that he would be seeing her again soon.

"Women..." he murmured with a smirk.

One thing that both Bruce and Selina would never forget, or regret this night.


	5. Ch4-Wild Ride

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

After that shameful night of crime on the streets of Gotham City, what could The Penguin—that is, Oswald Cobblepot—do but declare his candidacy for mayor? So they'd taken down the curtains, revealing his campaign headquarters for all to see. They'd invited the press, alerted the media, even come up with a couple of improved banners. OSWALD MEANS ORDER hung on the left side of the room. COBBLEPOT CAN CLEAN IT UP hung over the right.

"I may have saved the Mayor's baby," the Penguin said with a wave of his ever-present umbrella. "But I refuse to save a mayor who stood by, helpless as a baby, while Gotham was ravaged by a disease that turns Eagle Scouts into crazed clowns, and happy homemakers into Catwomen!" The Penguin wasn't exactly sure what this meant, but it sure sounded good.

His volunteers cheered. In the background, he could hear reporters calling in their stories: "Oswald Cobblepot, the mystery man-beast who's been romancing Gotham, today made a bid to run Gotham—"

Ah, it was music to his ears. What could be better?

A very shapely young volunteer stood in his path. "Mr. Cobblepot," she squealed as she looked adoringly down at him, "You're the coolest role model a young person could have."

Yes, he thought, it could get better, especially in the supply room, with the two of them alone.

"And you're the hottest young person a role model could have," he said aloud. He leaned forward and dropped his voice. "Here, wear a button."

It was, of course, his duty to pin that button personally on her pert young breast. He wanted to see more of this volunteer, not to mention her pert young breasts as soon as possible.

Ah, but there were still members of the press around. A politician had to be careful in these troubled times. He decided it might be best to go upstairs and cool off.

"I could really get into this mayor stuff," he murmured to himself. "It's not about power, it's about reaching out to people. Touching people." He thought of his volunteer. "Groping people."

He climbed up to his other headquarters. The Organ Grinder was supervising the construction of those special weapons so necessary for their next assault. Everything looked to be in order here as well.

The thin Clown stuck his face up close to The Penguin.

"Hey, Penguin," he began. "there's a-"

The Penguin stomped down on the clown's foot.

"My name's not Penguin!" he barked. "It's Oswald Cobblepot." Especially, he thought, if that name attracted the babes. He almost felt like singing. Heck, why not? "I'll get a lot of tail on the campaign trail-"

"Oswald," the Knife Lady interjected. "There's someone here to see you." She jerked her head toward The Penguin's bed in the far corner of the loft. There, curled up on the mattress, with a pretty little kitty in her lap, was the woman of The Penguin's dreams; the Catwoman.

He chomped down hard on his cigarette holder. Be still, he told his heart—not to mention other parts of his anatomy. He'd show this beauty that fur and feathers could mix and mate.

The canary beside the Penguin's bed cried out in alarm, not at all pleased with the new visitors. But hey, what did canaries know? Maybe this Catwoman was dangerous, but it was The Penguin's kind of danger.

The Penguin stepped forward to greet her. "Just the pussy I've been looking for."

Catwoman sat up, moving her hands slowly up and down her upper arms. "Chilly in here."

She must be talking about those air conditioners on either side of his sleeping area, set up to re-create the temperature of his beloved Arctic World. One always tried to relive the comforts of one's childhood. But there was no reason this poor woman had to suffer for The Penguin's sake. At least not while they still had all their clothes on.

"I'll warm you!" he heartily volunteered.

"Down, Oswald," Catwoman warned.

The Penguin stopped. He didn't like the look of her claws.

Catwoman look over at the Penguin, and she could tell from a mile away that the mere sight of him replused her, and with him looking at her in that way nearly made her want to throw up, but held it all together. She had seen how close Shreck and the Penguin are, so she had to put up with him at least for the time being. In all honesty, she'd rather be in Batman's company right about now.

"We need to talk," she continued. "You see, we have something in common."

"Sounds familiar," The Penguin agreed. He'd like to have a lot of things in common with this babe. "Appetite for destruction?" he guessed. He tugged on his suit coat. "Contempt for the czars of fashion? Wait, don't tell me, naked sexual charisma!"

"Batman," Catwoman replied simply. "The thorn in both our sides, the fly in our ointment."

"Ointment?" The Penguin leered. It sounded good to him. "Scented or unscented?"

Catwoman sighed and stood. "I'll come back later."

The Penguin gently pushed her back on the bed. Perhaps he was coming on a bit too strong. Maybe they did need to talk for a minute or two before abandoning all their inhibitions and giving themselves up to overwhelming sexual passion.

"Are you, perchance, a registered voter?" he asked pleasantly. "I'm a mayoral prospect, you know."

She did not seem impressed. "I have but one pet cause today. Ban the Bat."

"Oh, him again," The Penguin replied dismissively. "What is it with you two? He's already history—" He raised his umbrella and pointed to the blueprints on the wall. "Check it out."

Catwoman's eyes widened as she walked over to the detailed diagrams of the Batmobile. It had taken Max a pretty penny to get them from the car's designer or a disgruntled former employee of that designer. The Penguin let the businessman handle that sort of particular. And speaking of particulars, they had every single part of the Batmobile labelled on these charts; and not just those parts the average citizen might see, but every nut and bolt that held that machine together.

' _How in the world did he get his hands_ _o_ _n th_ _ese?_ ' Catwoman pondered as she examined the blueprints. She knew the hideous mayoral candidate had plans to deal with the Dark Knight. Temporary alliance or not, she had to warn Batman about the danger that lays ahead for him.

The Penguin chuckled at the very thought of their plans.

"We're going to disassemble his spiffy old Batmobile," he explained heartily. "Then we-"

"No, no." Catwoman said shaking her head disapprovingly. "He'd have even more power as a myarter to destroy Batman, we must first turn him into what he hates most. Namely us." she pointed at the Penguin, then herself.

The Penguin frowned. "You mean frame him?" he asked she talking about sullying the hero before they could off him?

Catwoman ignored the Penguin when she took notice the huge pile of yellow legal pads on his bedside table, and had even picked up one to peruse the names he had written there.

"Hmm, not even in office yet, and already an enemies list." she mused when she noticed one of the names on the list...the mayors son, and below that were several children born around the same year.

The observation was interpreted as Penguin slammed down his umbrella onto the list of papers.

"Those names are not for prying eyes!" he frowned up at this intruder. "Hey, why should I trust some Catbroad anyway? Maybe you're just a screwed-up sorority chick who's getting back at Daddy for not buying her that pony when she turned sweet 16!" Penguin said.

She backed away with a nervous expression. He'd got under her skin with that last remark. Now what was he going to do with this Catwoman in his lair? Given the look in his eyes and the looks of several of his goons men and women, it wouldn't be pleasant for her. She looked over towards the birdcage in front of her and a smile appeared on her face.

Before Penguin could say more, she reached into the birdcage and grabbed his pet canary, Penguin watched as she licked her lips like a predator and placed it into her mouth, shocking the Penguin.

"Mmmmmmm..." Catwoman moaned as she used her right hand to rub her tummy in a circular motion like she was getting full from her milk.

Penguin grabbed one of the many umbrellas stacked by the side of the bed and took a seat beside Miss Kitty earning a glance from Catwoman as she watched the Penguin pet her companion.

"Nice kitty, nice kitty, nice kitty." Penguin said before he pressed a button on the handle. A knife blade popped out of the top, a blade he used to pin the little kitty cat against the bed. He looked up at his adversary. The minute she swallowed the canary, her cat was history.

Catwoman spit Jerry from her mouth. The canary, somewhat damp but very much alive, flew up into the rafters causing Penguin to pull the blade from the cat's throat.

Catwoman protectively scooped up the cat in her arms. They stared at each other for a long moment. She could see it in his eyes, this guy was as much a monster as Shreck was, and he no doubt had his own agenda for becoming mayor and not a good one.

"Look," Catwoman said, nodding at her suit that looked like it showed a bit of wear and tear from her memorable encounter with Batman. "Batman napalmed my arm. He knocked me off a building just as I was starting to feel good about myself. I want to play an integral part in his degradation." Catwoman said, using her excuse from last night as a way to gain the portly man's trust.

The Penguin regarded her for a moment. She certainly sounded sincere, and angry that was important. The Penguin was big on anger.

"Well," he remarked slowly as he laid down on his bed. "A plan is forming." He rubbed his chin with one of his gloves.

"I want in," Catwoman insisted with a shiver. "The thought of busting Batman makes me feel all... dirty." She said with a tingle down her spine from last night. "Maybe I'll give myself a bath right here." She slowly ran her tongue along her upper arm, trembling with lust at feel of the soft material.

The Penguin licked his lips."You've got yourself a deal, pussy..." he replied huskily.

* * *

Selina's desk was so much cozier now, she had gotten rid of all those old, wimpy notes that Selina had written to herself and posted all over her computer, and replaced them with much more appropriate reminders: "Defy Authority." "Take No Prisoners." "Expose the Horror." Yes. She liked these much better.

A fly buzzed too close to her ear, she snatched it from the air and crushed it without looking up. It would be only one of the things she'd crush today.

But it was time for Max's coffee. She grabbed the milk and made those final, all-important preparations. She sauntered into Max's office. Chip was deep in conversation with his father; apparently an exploded department store was enough to get both their attentions.

"Morning, Max," she said to the old boss. "Bummer about the store. You covered?"

"I damn well better be!" the senior Shreck fumed. "In fact, I want you to phone those goniffs over at Gotham Insurance and tell them... "

"Actually," she replied casually, "I have to split. Take a 'personal day.' You don't mind? Max, you're tops!"

Max nodded. After her mysterious reappearance, he let her do just about anything. It was amazing what coming back from the dead could do for your career.

Max sipped his coffee. At last, the moment she'd been waiting for.

He made the strangest noise as he spit the live cockroach out of his mouth onto the table. And after that, he spent a good thirty seconds gagging.

Chip turned away from the table. The cockroach scurried off, leaving a coffee trail on Max's important papers.

"Those darned exterminators," she mentioned disparagingly. "They swore the machine was shipshape!"

She turned and sauntered out, listening to Max's continued gagging, sweet music to her sensitive ears. Yes, this day was starting out well enough. But it would get even better!

Selina had taken the liberty of looking over several protected files Shreck had been keeping and the one that caught her attention most was his support of a certain mayoral candidate... Oswald Cobblepot.

* * *

The Penguin was on TV. These days, it seemed like The Penguin was always on TV.

"I challenge the mayor, to relight the Christmas tree in Gotham Plaza tomorrow night!" The Penguin declared with a melodramatic swoop of his umbrella.

Bruce Wayne looked up for an instant as Alfred placed his dinner before him as The Penguin droned on through his media forum.

"Sir, shall we change the channel to a program with some dignity and class? The Love Connection, perhaps? "Alfred remarked, disturbing his concentration.

"He must prove that under his administration, we can carry on our proud traditions without any fear." he squawked self-importantly. "Not that I have any faith in the mayor, but I hope and pray, that Batman will be present to preserve the peace. "

"Subtle," Bruce remarked.

Alfred was right. Bruce couldn't become obsessed with this Penguin's preening. But this crook had just offered a challenge to Batman, and Batman couldn't help but accept. Bruce wondered exactly what The Penguin planned to do at the tree lighting. Whatever it was, Batman had to be ready for it.

The sullen and ugly man aside Bruce could not help but feel his thoughts dwell on two women who had suddenly appeared in his life as both Batman and Bruce Wayne, Catwoman and Selina Kyle.

* * *

It was almost Christmas time.

Remarkably, they had managed to reopen some of the stores on the plaza, making quick repairs to the devastation of a couple days ago. When he had left here that night, Bruce would have thought this kind of recovery was impossible. Still, he guessed that nothing was stronger than the lure of Christmas cash.

Bruce saw a boy, walking between his mother and father, as all three headed for the restored window of the toy store. The boy seemed so happy. And why shouldn't he be? He had his parents. They all had each other at Christmas time.

Bruce had to turn away.

 _His mother screamed. His father tried to stop them. He heard the gunshots._

Bruce opened his eyes. Christmas.

Bruce could not think of a more depressing time of year.

When he turned, he saw a woman looking at a store window; a woman whom he recognized. And a woman he would very much like to get to know better. He walked her way. Maybe he could cheer up after all.

"Why are you doing this?" she said to her reflection. She didn't appear to be happy herself. Maybe there was some way, Bruce thought, that he could cheer the both of them up.

He tapped her on the shoulder.

She jumped.

"Selina," he said softly as she turned to stare at him. "Hi. Didn't mean to—"

She placed one delicate hand on her heaving chest. Once she recognized Bruce, she seemed relieved to see him. Could that be a good sign?

"Scare me?" she replied. "No, actually, I was just scaring myself."

"I don't see how," Bruce replied, doing his best to lighten the conversation. "Anyway, it's a treat to find you out in the world, away from Ebenezer Shreck."

"Treat to be here," she valiantly replied. She sighed as if she could not possibly mean it. She took a step away from the window.

"What's the story?" Bruce asked as he fell into step beside her. "Holiday blues?"

But Selina pointed at the Plaza Newsstand as they walked on past, full of newspapers with blazing banner headlines about the night before:

 **BATMAN BLOWS IT!**

 **IT'S A CAT-ASTROPHE**

 **MEE-OUCH!**

"The news these days," she explained, "Weird. People looking to superheroes for their peace of mind, and blaming their problems on supervillains—instead of themselves, or their spouses at least."

Yes, Bruce had to admit, those kind of headlines annoyed him, too. What kind of reflection were they on the realities of last night's battle?

"And it's not even accurate," he complained. "I mean, 'Batman Blows It?' The guy probably prevented millions in property damage!"

Selina nodded in agreement. "I heard on TV, 'Catwoman is thought to weigh one hundred and forty pounds!' How do these hacks sleep at night?"

Their further progress appeared to be blocked by the preparations for the upcoming ceremony. Police were putting up cordons to keep the public away from a large portion of the square in front of the tree. A pair of workmen hoisted a new banner above the plaza that announced the exact timing of the event:

 **THE RELIGHTING OF THE TREE**

 **TONIGHT AT SEVEN**

Selina looked up at the banner, even more unhappy than before. "You're not coming to that, are you? The 'Relighting of the Tree' thing?"

"I wouldn't be caught dead," Bruce agreed. "No, it's probably how I would be caught." He sighed exasperatedly. "The mayor stupidly took Cobblepot's bait—"

"—and it's going to be a hot time on the cold town tonight," Selina said with a little laugh.

Bruce looked over at her. This was the first time he'd heard her voice rise out of the doldrums.

"You almost sound enthusiastic," he mentioned.

She looked back at Bruce and shrugged.

"Oh, no, I detest violence but..." She paused, as if it was difficult for her to put her exact feelings into words. "Christmas complacency can be a downer, too."

It was Bruce's turn to chuckle. "You've got a dark side, Selina. Hmm?"

She looked at him with those piercing green eyes. "No darker than yours, Bruce."

He certainly couldn't deny that. "Well, I'm—braver at night," he admitted. "If that's what you mean."

"Yeah?" She looked at him with a smile. "Me, too."

They started to walk alongside the yellow police line, passing the stage where the Ice Princess once again rehearsed for the important job of pressing the button that would light the tree.

He turned back to Selina, his voice soft as he suggested, "Maybe we'll watch it on TV."

"'We'?" Now Selina turned to look at him. She actually smiled. "You and—"

"Me," he finished for her, realizing only then that he had invited this beautiful woman into his life. Wait a moment; there was something wrong with what he had just said.

"No," he corrected himself. "That would make it me and me." He paused. Hadn't they had this conversation before? "Is that what I said?"

Selina laughed. "Yes and no," she replied.

They turned toward the curb. There was his Rolls-Royce, pulling up to the curb to whisk them away. Bruce was sometimes amazed that Alfred could be so good at timing this sort of thing.

Maybe, Bruce thought, Batman could miss tonight's festivities after all.

He took Selina's hand. She didn't object. Together, they walked toward the waiting car.

* * *

The Penguin waddled into the tent that held the controls for tonight's celebration, as well as the dressing room of that well-built Ice Princess. He could hear her talking to herself as he approached.

"The tree lights up, I press the button," she mused. "No, wait, I press the button first and the tree." The model said as she looked over her notes before she noticed someone walking in a short man who smelled like fish and a woman with a poodle in her arms.

"Who are you?" she demanded as he marched into her dressing room.

"Talent scout," The Penguin reassured her.

Her frigid demeanour disappeared behind the most charming of smiles. "Come in!" she insisted. "You know, I don't just light trees. I'm an actress aswell."

She stopped when she saw that the Penguin was trying to take an an odd-looking box from the poodle's mouth, the poodle growled as he had to yank it free.

"What is that?" she asked prettily. "A camera or something?"

The Penguin nodded most agreeably. No need for her to know it was the Batarang that they'd stolen from Batman. She'd find out about that soon enough. He jauntily punched a series of buttons.

"Say 'Cheese,'" he remarked.

She smiled and struck a pose. "Cheese!" she said excitedly.

The wings sprouted out of the Batarang's sides, as he lunged it at her, causing her world to go black.

* * *

Chestnuts roasting on an open fire, Jack Frost nipping at your nose.

Selina Kyle, and tonight, she did feel like Selina should have always felt. She looked up from where she at next to Mr. Bruce Wayne on what might be the world's most comfortable couch.

They were sitting very close together, not only was there romantic music on the CD player, but the couch faced a roaring fire, and Alfred the butler, an actual butler, ad reappeared! Silently she wondered how butlers did that to refill their eggnogs.

Mr. Bruce Wayne, handsome, clever, and interested in her besides! Why couldn't she have met him long ago say, before Catwoman entered the picture, before that night with Batman had transpired.

She smiled at Alfred. He smiled back and disappeared just as silently as he had arrived. She turned back to Bruce. "I'm sure he's wonderful company and all, but doesn't the gold-plated bachelor bit get a little stale?"

"Somewhat like the lonely-secretary syndrome, I'd suppose." Bruce smiled.

"Executive assistant," was her automatic response. But who was she kidding, especially working for somebody like Max Shreck. Bruce nodded rubbing the back of his neck. "Secretary," she admitted.

"Girlfriend?" Selina asked the first question to come to mind.

"Sure...oh!" Bruce said before he realized what she was saying and looked straight into her eyes. "As in 'serious'? No, had one, didn't work." As he took a drink of eggnog.

"What went wrong?" she asked. "Hang on, I think I know." After all, what always went wrong with all of her relationships? "You kept things from her."

But Bruce shook his head. "Nope, I told her everything." He admitted.

Oh, Selina thought, now this was far more interesting. "And the truth frightened her?" she asked

"Well, you see there were two truths." Bruce said as he opened his two hands, as if he could hold one of those truths in each of them "She had trouble reconciling them." He sighed as his hands came together. "Because I had trouble reconciling them." He sighed again. "See Vicki..." He began.

"Vicki?" Selina chuckled. "Ice skater or stewardess?" she guessed.

"No, she was photojournalist," Bruce replied.

"So was... Well? Was "Vicki" right? About your difficulty with duality?" Selina asked with curiosity while Bruce became nervous and hesitated again. He was sincere when he was nervous.

"If I said yes, then you might think me a Norman Bates, or a Ted Bundy type and then... " Bruce paused and looked up Selina who smiled back "...you might not let me kiss you."

Selina couldn't hold it back anymore, she didn't give him a chance to finish as she lunged forward and kissed him. Bruce was surprised at first, but pushed it aside and wrapped his arms around her running his hands over slick blonde hair. The kiss lasted for a few minutes, they didn't have a need for words this kiss said it all for them. The need for air finally overcame them and they broke apart. Selina looked at Bruce with a serious expression.

"It's the so called normal guys that always let you down." Selina said. "Sicko's never scare me. Least they're committed."

Bruce couldn't help but chuckle. "Well then you've to the right lonely mansion." Bruce replied before they kissed again.

Selina reached her hands up to grab Bruce's head and pulled him down for another searing kiss. Their fingers entwined with each other as Bruce held her hands above her head.

She found her fingers playing with the buttons on his shirt, and then unbuttoning them, one after another. She started from the top, and worked her way down.

His hand covered hers on the third button. He pushed her gently away. Was she going too fast? This sort of thing was always difficult to time. If only he wasn't such a good kisser.

Then his hand moved over and started to play with her buttons? Uh-oh. The male wanted to run the show? Well, maybe Selina would allow it this time.

But wait. If he pulled her blouse collar down, how would she explain that bright hickey on her neck? Maybe she had better wait herself.

Reluctantly, she pushed his exploring hand away.

Bruce seemed every bit as embarrassed as she did.

"I, uh," he sputtered, "I never fool around on the first date."

His hand brushed against his stomach, as if checking on something beneath the shirt.

At least he was being chivalrous enough to give her an out. "Nor I, on the second," she agreed. Still, she didn't know how long she could hold out around somebody like him. How long would it take for that sort of burn to heal?

Bruce looked at her. "What are you doing three dates from now?"

Selina stood abruptly, crossing the room to the TV set. 'Don't tempt me,' she thought. 'Please tempt me.'

"Weren't we going to watch the relighting of the tree?" she said instead. She pushed the on button on the TV.

Instead of the ceremonies, the TV screen was filled with scenes of an all-too-familiar chaos in Gotham Plaza.

"We repeat," an announcer said from where he stood in the midst of a surging and screaming crowd. "The Ice Princess has been kidnapped! And it only gets worse. Commissioner Gordon."

The scene shifted to the police commissioner, looking pale and visibly shaken, as he stood before a tent elsewhere in Gotham Plaza.

The announcer continued, "Can you confirm the reports we're hearing of Batman's suspected involvement in the abduction?"

"The evidence is purely circumstantial," Gordon replied with a frown. "We found this, stained with blood, in the missing girl's dressing room." He held up some kind of a box with wings. It sure looked like it belonged to Batman.

She looked back at Bruce. The Penguin had set his plans in motion. And Catwoman had promised to be there. Instead, she was on the other side of town, and had almost let a man take control. That's what she got for letting Selina do the thinking. But was there any way the Penguin would trust Catwoman now?

Bruce looked upset as well. Probably had something to do with all this violence in the city. She wished her problems were that simple.

He stood, and smiled almost apologetically.

"Selina," he said quickly. "I'm just going to check on those chestnuts Alfred was roasting."

There was no reason to be apologetic about that, was there? If anyone should be apologetic around here, it should be her, because she had to get out of here.

Catwoman had an appointment.

Alfred strode across the foyer, a bowl of roasted chestnuts in his hands. He heard Master Wayne's footsteps before he saw him, allowing him to neatly sidestep his employer and thus avoid collision.

"Sorry, Alfred," Mr. Wayne gulped, trying hard to regain his breath. "I have to get to the Plaza. You heard The Penguin, he was practically begging me to show."

Alfred did find this most recent statement disappointing. "Which is why I hoped you'd snub him," he remarked calmly.

Bruce took a step away, already heading toward the entrance to his secret cave. "I'm afraid I can't. There's been a kidnapping. Tell Selina—that is, Ms. Kyle—that some business came up." He hesitated, shaking his head. "No, tell her that some major deal fell through, she'll feel sorry-" More head shakes as he looked up toward heaven, for inspiration perhaps, then down toward the Batcave. "No, no, here's what to do, just tell her, let her know that, not in a dumb 'Be my girlfriend' way, but-"

Alfred already knew precisely what to say.

"I will relay the message," he reassured his employer.

"All right," Bruce replied, "Thanks."

He ran down the hallway.

Alfred turned back toward the den to fulfill his duty.

And almost ran into Ms. Selina Kyle as she rushed into the foyer.

"Alfred!" she said brightly. "Hi! I—"

The butler decided he should dispense with Mr. Wayne's apologies immediately.

"Ms. Kyle," he began evenly. "Mr. Wayne has asked me to let you know that—"

"Mr. Wayne," Selina replied, as if she still wasn't quite used to the name. "Bruce." She took a deep breath. "Yes—would you tell him for me that I've been going through a lot of changes and—" She shook her head. "No, don't say that." She frowned and then continued. "Just . . . this is not a rejection, my abruptly leaving. It's... in fact, tell him that he makes me feel the way I hope I really am—no."

She laughed helplessly, throwing up her hands. "If you can whip up a sonnet, something—" She shrugged and laughed. "A dirty limerick?"

Alfred nodded reassuringly. "One has just sprung to mind."

Ms. Kyle laughed again and opened the front door.

Yes, Alfred thought, he liked this young woman. In fact, it appeared that she and Master Bruce were virtually made for each other.

He would have to frame the precise words to relate to his employer.

A butler's work was never done.

* * *

It was too bad, really. They had come so close.

But Bruce didn't want to have to explain everything to Selina. Not yet. Batman had gotten in the way of Bruce Wayne's last relationship. And he supposed he would eventually have to let his alter ego into this relationship as well, but somehow he wanted a little romance before the complications set in.

Bruce quickly donned the suit.

And Batman jumped into the Batmobile and headed for downtown Gotham City.

* * *

Selina was so glad she had decided to drive herself to Wayne Manor.

When Bruce had ushered her into the car, he had asked if she wanted to come up to the house now, or wait until the evening. She had opted for the evening, and directions to the mansion, even though Bruce had volunteered Alfred's chauffeuring services.

A woman, after all, needed her independence.

Now, though, she needed to be in Gotham Plaza. She dug down under the old magazines and diet cola cans to pull out her Catwoman costume.

Romance was nice, but she craved action.

* * *

The Batman guided the Batmobile into a deserted alley immediately behind the plaza.

At first glance it appeared that the police had managed to restore some order to the proceedings. Still, he needed to be here. He was sure the capture of the Ice Princess wasn't the Penguin's only plan, but part of some larger picture. And Batman wanted to be there when the Penguin pulled something new from his soiled sleeve.

He jumped from the car, pausing only long enough to activate the Batmobile's security shields. Then he headed swiftly and silently toward the plaza, his dark costume blending with the shadows.

* * *

Fools! Let them try to establish order.

The only orders around here would come from the Penguin.

Still, they tried to set the klieg lights working, swinging back and forth as if nothing were wrong. And there was the mayor—soon to be the ex-mayor—pitifully attempting to restore order.

"People!" he yelled into his microphone. "Fellow citizens. There's no need for panic. This can still be a party that Gotham will remember for—"

Whatever he wanted to say next was lost under a shriek of feedback. Now how could something like that happen? Surely, it had nothing to do with The Penguin twisting the knobs on the controls to the speaker system?

And while The Penguin was busy helping the mayor, his helpers were busy making adjustments of their own.

Even from his hiding place within the tent, he could tell what they were doing.

The Poodle Lady led the way, her mangy dog at her side. And following her were all their circus chums. But none of them came to the party empty-handed, for each of them carried a toolbox.

And the name of the party was the Batmobile.

One of the Red Triangle Circus Gang climbed atop the security shield, and with the aid of a primitive but still quite effective hand-held laser, disabled the whole system. Whoosh, and the shield was gone. The rest of the gang rushed up at that, each member equipped with a very special helmet containing a very detailed drawing that outlined their own very specific task.

And once all those tasks were put together, the Red Triangle Circus Gang would take the Batmobile apart.

* * *

Batman watched the events in Gotham Plaza from the shadows.

The mayor was valiantly attempting to calm the crowd, but half his speech was lost in feedback.

But Batman had no more time for the mayor's words, for he saw a light through the window across from him, and in that room, was a bound and gagged Ice Princess.

* * *

Up on the rooftops, Catwoman appeared from the dark shadows, and squatted cat-like to the edge of the building.

Down below, she can hear the Mayor making a speech about the Ice Princess' kidnapping at the hands of Batman, and reassuring the public that the police will apprehend him at moments notice. She could honestly care less about what some jumped up politician thinks, these dirty fuckers would do anything to stay in power.

A frown had formed on her face, as her thoughts went into the Ice Princess' kidnapping, and the Penguin dastardly plans on ridding himself of Batman. Whatever he had planned for him, it was anything but good, considering what he'll do to the Batmobile, which still staggered her mind as to how he got his hands on the plans.

She got to her feet, and stepped back from the ledge to make her way to the Princess, who was being held captive in a cold, dank loft. Catwoman entered the building, taking careful steps not to let the Penguin's goons know of her presence. She stealthily climbed up to one of the old, wooden support beams to watch, listen in and out of sight. There was the princess, tied up to the chair and gagged, as a few members of the Red Triangle Gang were discussing their next plan of action.

"I'll be glad when all this is over when the Batfreak is out of our hair." boasted one goon.

"Don't get too comfortable," remarked the Organ Grinder. "The boss has further plans for him. We agreed to stand guard of the princess and let half our boys plant a device on the Batcar for a remote control."

"What about this Catwoman lady?" asked one of the thugs.

"What about her?" frowned the Organ Grinder.

"I don't know if I can trust her," he said, uncertainty in his tone. "There's something about her that doesn't seem quite right to me. Besides, the boss seemed pretty smitten with her, though."

"The cat lady is not my concern and I'm done talking about her," dismissed the Organ Grinder, and he and his men had finished tying up the princess. Once they did, they made their way for the exit. "Too bad for the ice bitch, the boss has something far better than what the cat lady thinks, his plan is to frame the Batfreak for killing her."

' _WHAT!_ _?_ ' Now Catwoman was internally panicking. ' _That's not what I signed up for! I wanted him to just kidnap her, not to the point of actually killing her! That's not part of our agreement! I may not like her as a person, but that's taking it too far! Is that what_ _the_ _Penguin_ _was_ _planning, make the rest of the city hate Batman even more for crimes he didn't commit? I've gotta do something quick!_ '

As soon as the thugs left, Catwoman saw her opportunity. She lept from the support beam and gracefully landed cat-like in front of the frightened Princess. She went up to her and removed her gag.

"Please! Please don't kill...mmph!" The Ice Princess was cut off by Catwoman, clamping her hand over her mouth.

"Shut it, bitch!" Catwoman hushed, looking back and forth for any sign of Batman, Penguin, or his crew. "Now listen blondie, you better keep still and be quite for when Batman gets here, right?" she said in a threatening tone, still having not forgotten the model's actions with leaving an old lady to be trampled to death.

The Ice Princess simply nodded, as Catwoman put the gag back on her mouth, and lept back up the beam into the shadows.

* * *

Batman crashed through the window, into the room that held the Ice Princess. The place was bare except for the woman and the chair that they had tied her to. He quickly crossed the room and pulled the gag from her mouth.

"Are you hurt?" asked Batman.

"Oh, thank you." The princess sighed in relief.

"It was set up to look like I did this," Batman said as he began untying the ropes.

"No sweat," The princesses said with a smile. "I'll tell the police I was kidnapped by an ugly, little bird man with fish breath."

"Did somebody say fish?" Catwoman cut in as she dropped down from overhead, kicking Batman to the ground.

"Yummy... I haven't been fed all day." she said trying to kick Batman, but The Dark Knight stepped aside before grabbing her heel.

"Eat floor!" replied Batman, as he flipped her all the way over. "It's high fibre." he finished with a smirk.

Catwoman sprang back up with a hiss, licking her lips, not liking the way that he is now fighting back.

"Hey stud, I thought we..." she pouted as she throws a kick into Batman's side and then another to his face, stunning him. "…had something together!"

Batman gripped her shoulders. "We do." He replied, knocking his head against hers. She reeled back, but it was only for an instant before she shook it off. She grabbed the ears of his cowl, dragging his head downwards to connect her knee to his face. She flipped over to the Ice Princesses. With a swift swipe of her talons, she cut the ropes that held the other woman who cried out in shock before she was tossed to the ground, while Catwoman tossed the chair at Batman who swatted it away.

Catwoman turned over to the model and used her whip to snare her around the waist. In a panic, the Princess tries to remove the whip, but Catwoman has gotten behind her and tied the other end around her throat, choking her.

"Gotta go, girl talk." Catwoman then dragged the poor princess away, who was gagging and trying to cry for help, but only succeeded in croaking the word out with a helpless expression on her face as Catwoman drags her out of the room.

* * *

Once Batman finally arrived up the roof he found Catwoman waiting for him.

"Hey handsome." Catwoman greeted with two finger salute.

"Where's the Ice Princess?" Batman questioned narrowing his eyes.

Catwoman held up her hands. "Don't worry, like I said we just had some girl talk and I let her go I swear. I overheard Penguin's goons talk about his plans to frame you. And let's just say I didn't agree with them. I planned for you to just get a kidnapping charge, not a murder." Catwoman explained.

"And why are you telling me this, weren't you working with Penguin this whole time anyway?" Batman replied.

"Hey, I'm just using that fat pervert to get to his pal Max Shreck. Besides, I wouldn't touch him to scratch him." Catwoman waved off.

"Ya lousy minx!" A voice called out catching both masked vigilantes attention. The Penguin stepped out from the shadows, holding his trusted umbrella in one hand and a crushed black box in the other, a clear look of anger and betrayal in his eyes. "I shoulda have ya sprayed! Ya sent out all the singles!"

Catwoman paused to think about that. ' _Did I? Only because my mother trained me to, with a man... Oh yea_ _h._ ' Catwoman thought, remembering her mother's warnings. "Me domesticated, by you!? I doubt it, you repulsive awful... _Penguin_!" she shouted.

The Penguin growled at her insult and tried to make a move, only for Catwoman to slash him across his left cheek with a swing of her whip.

"You filthy whore!" the Penguin shouted in pain hugging his umbrella close glaring at the woman, who smirked at his pain and then over to Dark Knight who was also smirking. An idea soon sprung in his mind, if he wasn't gonna get the Cat, neither was the Bat.

"Lawn Dart!" the Penguin shouted as he tossed his umbrella towards Catwoman.

It's sharp point embedded itself on the rooftop, inches away from the latex woman's toes, causing her to step back in shock.

"Be careful!" Batman shouted with worry.

The umbrella dropped open, releasing a cloud of tiny flying bats, causing Catwoman to cry out in shock as she tried to swat them away. Batman ran towards her, but she was too close to the edge, the feline woman lost her footing and ends up plummeting off the edge of the roof, much to Batman's horror.

Catwoman let out a scream of terror, as she plummets downward to her doom attracting the attention of several on lookers calling out in horror believing Batman had been the one to do it.

Batman wasted no time and jumped after Catwoman.

Her death at the hands of Max Shreck flashed in her mind, the smug grins on his and Penguin's faces as she closed her eyes tight, awaiting for the inevitable.

Not a moment too late, Batman caught up to the falling woman and wrapped his arm around her waist and pulled out his grappling hook and fired it upward. It hooked onto the edge of the roof and it stopped their fall just in time as Batman swung them both over towards a nearby building.

They both dropped to the safety of the rooftop, breathing heavily from the adrenaline from the rescue. Catwoman slowly got to her feet, her eyes firmly on Batman with a suprised look on her masked face.

"Are you alright?" Batman said, getting up from the floor looking at the stunned Catwoman.

She grabbed ahold of his face and slammed her lips onto his without saying a word. She pulled back briefly.

"I-I-I..." Catwoman stuttered, struggling to form the correct words for the first time since she slipped her latex costume on. "I don't get it. Why did you save me?"

"Why did you save the Ice Princess?" Batman replied surprising Catwoman. "You could have just sat back and let her die, but you risked your life saving hers, that proved to me that you aren't a bad person."

"B-b-but I tried to frame you! I-" Catwoman was cut off as Batman placed a finger on her lips.

"You didn't frame me, Cobblepot did," told Batman. "I saw what he tried to do to you. You've rejected his advances, ending your alliance with him, because you didn't want to kill the princess. That also proves to me that you were never a bad person."

Catwoman was then rendered speechless, her green eyes widened and her jaw handing open. What's going on? One moment they were fighting each other like arch enemies, and the next thing she knew, she was saved by a man who she had framed? It was one bizarre situation after the other, which makes the predicament even more confusing.

All she ever wanted was to exact revenge on Shreck, who made her into what she was in the first place, and now? Now, since rescuing the poor princess from the Penguin's schemes, she honestly wasn't sure what to make of it. Deep down somewhere, she began to question herself. Does she really want to kill Shreck?

Somewhere in her mind, she began to doubt herself a little.

"How would you know?" Catwoman said, turning her head before she felt Batman turn her head. Steel blue met emerald green.

"It's your eyes, they show me a woman who's felt nothing but pain her whole life, someone who's suffered. Thats what I see." Batman said sincerely shocking her.

Catwoman felt her heart beating at an increasing pace. Tears almost welled up in her eyes, very surprised that a man dressed like a flying rodent can see right through her! It was very nearly like he knows what she was going through her mind, like right away he can see what was coming! She wanted him to be wrong, but another side of her told her that he was right.

With nothing else to think about, Catwoman threw her arms around Batman's neck, placed both hands behind his cowled head, and just kissed the life out of him!

Catwoman pulled back from the kiss, looking into Batman with a naughty glee in her eyes.

"Since you've been honest with me," said Catwoman, her voice went dry and sultry. "I think this kitty needs her milk again, rubber boy."

She shoved him to the floor and straddled him. She dragged his head to hers for a rough kiss, resting her gloved hand onto his crotch, alluringly rubbing it. He placed his hands on her latex ass once again, gripping the cheeks as hard as can.

She switched places, getting them into a 69 position.

Catwoman extracted a claw in her index finger, and starting cutting away the crotch area of Batman's armour, peeling it away to fish out his already hard cock for her to lust at.

' _Mmmmm, mine..._ ' thought Catwoman dreamily, shuddered in pleasure as she took on the sight of the Dark Knight's hard dick, looking just as meaty and lickable like the first time.

She wasted no time getting to work, pumping it with her lips and hands.

"MPH! MPH!" The latex beauty grunted as she pumped the cock in and out her mouth. She ran her tongue over the pole as she worked it deep into her mouth.

"Mmm!" The Dark Knight moaned with his face between her twin moons licking both her holes.

' _He really seems to enjoy my butt._ _.._ ' Catwoman thought as she began to kiss and lick his cock and balls.

"Mmmmm, such nice, big balls..." moaned Catwoman, holding her cock with both hands, kissing and sucking his thick balls with her talented lips and tongue.

Her lipstick smeared from worshipping his cock, let out a throaty moan when she felt his tongue sliding against her smooth, latex ass. A sinful smile crept upon her lips, she opened her mouth wide, and dove right in to completely devour his cock and balls.

Catwoman couldn't stop from pumping the cock deep into her mouth while rolling her tongue around it. The latex clad beauty's head bob up and down with increasing speed. She heard her lover moan and gasping and knew he was about to come.

Batman spreads Catwoman's ass cheeks, revealing her unused rose-bud. Batman licked Catwoman's butt-hole, and she let out a muffled scream of pleasure. Batman licked Catwoman's hole, while he squeezed her cheeks. Catwoman liked the feeling of Batman licking her ass, getting her more turned on. Batman was getting turned on, too, as he continued to lube Catwoman.

"Mmmmppph!" Catwoman screamed with his cock in her mouth, Batman ran his hand over her toned ass cheeks. Both of them feeling their raging climaxes building up within them.

Catwoman bobbed her head up and down, sucking his cock and balls real good, making hot gagging noises whenever she bobs her head. It wasn't long before they both finally climaxed. Batman fiercely gripped her latex ass so hard, the force ripped her costume, licking every drop of her love juice, while Catwoman received a long cum shower. It went all over her face, mouth, mask and there was plenty of them on the chest of her latex suit.

"Oh baby..." moaned Catwoman, letting out a very alluring, erotic moan. "Gimme your yummy milk..."

Catwoman soon turned around and straddled Batman licking the cum from her face as she she smiled down at him.

"Your catnip to a girl like me." Catwoman purred as she caresses his face. "Handsome, dazed, and to die for..." She said as she leaned down as she gave him a tongue filled kiss, licking across his lips.

Batman smiled before he noticed he looked above her head and saw a spring mistletoe.

"Mistletoe can be deadly if you eat." he remarked.

Catwoman smiled. "But a kiss can be even deadlier if you mean it." she said as she kissed him softly. "That's the second time you've saved me this week, you're really good at that."

"It's my job to save everyone." replied Batman, squeezing his lover's butt.

Catwoman simply smiled, cum dripping from her costume, and down his rubber suit.

"Maybe rescuing me from dangerous situations is starting to become your full time job, butt man." giggled Catwoman, adding a little joke at the end, as she leaned forward to kiss him again. Oh god, she loved kissing him! She caught his tongue between her teeth and start sucking on it.

They joined together as one, just like in their first encounter, but only this time, there was something very different that made both Batman and Catwoman question their feelings for each other.

Whenever Batman looked up to see this latex clad beauty straddling him, he could only see of a certain blonde, who had caught his attention as of late.

The same could be said for Catwoman as she bounced up and down the Dark Knight's lap, and all she could see was the raven haired young man she had kissed not too long ago.

Soon both masked vigilantes vanished, and in their place were Bruce Wayne and Selina Kyle. Bruce's arms wrapping tightly around Selina's waist, while her arms coiled around his neck. The lips connected, as hot sweat rain down their bodies while a shiver of pleasure ran down their spines.

Catwoman thrusted her hips alot faster this time, getting a little frantic at the thought of being on the recieving end of another sticky cum shower from her rubber clad lover.

Both of them feeling their raging climaxes building up within them. Batman gripped at Catwoman's latex outfit so tight, he dug his fingers into the material and ripped it with all his strength, exposing her shoulders bare. She clawed away at his rubber armour in response, as he continues to rip more holes into her suit to expose more skin, with white threads dangling from the tears that Batman made. She pulled him up and kissed him aggressively, loving the rough treatment the Dark Knight was giving her, as he shreds more holes in her latex suit, this time her mask. His mind was so blurry from the experience, so into it that he couldn't think straight, as he ripped into her mask, exposing waves of the latex beauty's blonde hair.

They reached their climax together, and Catwoman had let out a vibrating scream so loud that caused windows and anything made out of glass nearby to shudder and shatter all at once from the sheer power of it.

Batman couldn't take anymore of this. Like last time, he collapsed from exhaustion, as sweat was covering his entire body from getting all worked up with the female feline. As he looked up into the blackened sky, his mind shifted into Catwoman.

He seemed to recall looking into her eyes before they gave in to their desires, fairly positive that he had seen those same pair of eyes before. Again, why was that woman so familiar to him? First he felt something for Selina Kyle, as his mind flashed to that kiss he had with her, and now he had another sex session with a mysterious woman in black latex.

He lifted his head up to see her, and before he can get conformation, he can only see an empty spot in her place.

"Damn it..." he cursed.

He groaned as he slowly got to his feet, his legs wobbling a bit from the intense sex. He didn't have the heart to look around the rooftop to search for her, knowing that she'd be long gone, and it would be fruitless effort like before. The next time he meets Catwoman, he hoped that she'll at least give a hint on who she acutally was.

His thoughts were interrupted when he heard the door being slammed open, as two police officers aimed their guns at him.

It was time to get out of here.

He sprinted to the ledge of the rooftop, as the cops firing their guns, with Gordon ordering them to hold their fire. He pressed a small button at his waist, and twin wings sprouted from either side of his armour, turning him into a glider that would gently sail down to the ground.

He swooped down, surrounded by the rising bats from the Christmas tree below. That must be another of the Penguin's special touches. He'd have to thank the bird man personally, as soon as he'd had a chance to recover.

* * *

Batman glided smoothly across the dark, deserted alley where he parked the Batmobile. He rolled as soon as he hits the ground, and got to his feet. He made it to the Batmobile. He pressed a button beneath his glove and switched off the security system.

* * *

There were banners and posters all over the place. Windows, telephone poles, even the campaign bus. And all saying, in a dozen different ways, to vote Cobblepot for Mayor.

The Penguin loved those slogans. Max's boys were so good at those sort of things. He greeted the small crowd of supports in front of his with a huge grin on his face, loving the attention that they were giving him.

"Thank you." he greeted.

He opened the door of his personal campaign bus that Max gave him. He jumped aboard his bus and hurried back to his specially designed miniature Batmobile, complete with switches, meters, dials, knobs, levers, buttons, and a mini-steering wheel. What made this even more special, of course, was that every single button, lever and knob on this board controlled some of the functions of the real Batmobile.

* * *

And not a moment too soon, he heard angry voices behind him. He could make out enough of their shouts as he popped open the top panel of the Batmobile.

A mob of police officers were on his tail, obviously still thinking that Batman took part of the kidnapping plot.

"There he is!" called one of the officers.

He jumped into the driver's seat and slammed the panel shut above him. He exhaled, giving himself a moment's peace before he took the Batmobile home.

"Don't adjust your set," remarked a voice on the small TV monitor, the signal was being piped to the Batmobile.

Batman looked at the side of the wheel as it blipped on. Instead of Alfred's face, he saw the gloating features of the Penguin.

"Welcome to the Oswald Cobblepot School of Driving," the Penguin announced. "Gentlemen, start your screaming!"

The engine roared to life, the Batmobile slammed forward as if Batman had floored the accelerator. His pursuers jumped wildly for cover, some were not lucky as the car careened forward and turned, tires squealing, onto the street.

Batman punched out the instrument panel in front of him. It looked like half the system had been rewired.

How had they managed this? He had only left the Batmobile alone for a few minutes. The time and expertise to accomplish this sort of thing was staggering. They had not only rigged the Batmobile, they had also foiled those warning systems he had built in to tell him of just this sort of tampering.

The Penguin laughed madly at the living nightmare that Batman was going through.

He had two screens in front of him. One showed him Batman's struggling tense face, and the second screen showed a driver's-eye view of where the Batmobile was going.

"Maybe this is a bad time to mention this," The Penguin said to his own personal video camera. "But my license has expired!"

Batman tried to hit the breaks with all his might as he saw a police car drove in front of the Batmobile in order to stop it, but the Penguin's controls crash right into it, causing the car to bounce one foot from the road, creating sparks. Two more police cars sped by in hot pursuit.

Batman whips out one of the Batdiscs that were at the side of his driver's seat, and popped one into the slot under the monitor. He pulled open the ceiling panel, revealing a mass of fuses and wires, the real control center of the Batmobile.

"Just relax," the Penguin said to his camera. "I'll take care of the squealing, wretched, pinhead puppets of Gotham!"

The Penguin turned the Batmobile toward a traffic jam, and once again pressed his own personal accelerator.

And once the car was under another's control, it was being driven at top speed directly toward the cars and the Christmas crowds. The Penguin drove it right onto cars, tipping them over, fleeing drivers and bypassers scrambling to move away from the incoming destruction. Batman grabbed the lever and pushed it back up with all his strength, but it was no use. The tampered Batmobile continued to tip away the unfortunate cars, turning this street into a demolition derby from hell.

The Penguin cackled happily, looking like he was having a right blast. He looked out of his driving monitor. Screaming Gothamites were fleeing every which way in front of the marauding Batmobile. He turned his miniture steering wheel, turning the tampered Batmobile right round the corner and onto the street.

Something around here still had to control the car, if only so that the vehicle would respond to the remote signals. Batman just had to think it through, but fast, before The Penguin's command of the Batmobile kills someone.

"Ya gotta admit," the Penguin croaked. "I've played this stinkin' city like a harp from hell!"

On cue, a detection bleep went off. Batman looked at the device, it showed him that a foreign object was planted right underneath the vehicle.

Batman punched down quickly, trusting his glove to protect him from the gears, and popped open the bottom panel so that he could see the spinning ground below. There, mounted to the Batmobile's undercarriage, was some sort of antennae; no doubt the heart of the Penguin's control.

There was a defenceless old lady who was crossing the street with all the chaos going on as scrambling citizens were clearing way from the speeding Batmobile.

"Helpless old lady at twelve o'clock high!" the Penguin announced for Batman's benefit, pressing down on the accelerator.

Batman reached up and pulled it out. He threw it away, and pressed the breaks. The Batmobile squealed to a halt.

The old lady, only a few feet in front of the suddenly still vehicle, stared at the Batmobile, frozen with fear. She ran away, allowing the car to go smoothly forwards.

What?

The Penguin couldn't believe it. He was this close to killing the old lady, and before he knew it, he lost control of the Batmobile. His building anger threatening to surface, as he pounded at the controls. He tried every button, lever and dials to regain control of the car, but all the efforts were rendered useless.

The Penguin let his temper loose, knowing he had lost the battle to Batman.

"ARUAAAAGH!" screamed the Penguin in rage. "AAAAAAAAAAGH!"

Batman has heard enough. He drove his fist through the monitor, silencing the Penguin with a shower of sparks.

Batman wasn't out of the woods yet.

Three police cars had managed to give chase. A couple of them had cops firing at him. Not that that was a worry. Even a damaged Batmobile was sufficiently bulletproof. But if possible, he needed to shake these cruisers without hurting anybody else.

He made a sharp right. The cruisers managed to follow. The street narrowed in front of him, into a space so narrow that you could barely call it an alley. Much too narrow for the Batmobile, or the police cruisers. It was time for one of those special Batmobile functions right now.

Batman flipped a switch. Nothing happened. The switch was dead.

"That's funny." Batman murmured, frowning down at the assembly around. He flicked the same switch again, and it still won't respond. How many wires and controls had the Penguin's thugs tampered with?

The alley was coming up fast, and Batman had to think fast.

"Okay, now I'm a little worried." he began.

He flicked the switch, and third time lucky, it functioned well.

The sides of the Batmobile fell away as the wheels realigned themselves beneath him, making his vehicle a streamlined bullet of a car, narrow enough to fit through the space immediately ahead—something he called the Batmissile.

They tried to follow, but only succeeded in wedging their vehicles between the walls. From the noise that followed, Batman surmised, that the other two cruisers piled into the back of the first.

He was in the clear. He leaned into his turn, and disappeared into the darkness.

 **A/N: I hope you all enjoyed the latest chapter. Now, to answer the guest reviewer's questions. 1: It's nowhere near as close to Hear Me Roar. Similar, but the stories are two different entities, especially when me and** **neostardustdragon101 are considering rewriting Hear Me Roar from scratch. 2: No. Throughout the whole story, Catwoman will not be taking anything from Batman, because she likes him, and doesn't treat him the way she does with her enemies. And 3: We're thinking about it. If me and neostardustdragon101 are going ahead with doing a rewrite of Batman & Robin, then we're gonna make sure that it's gonna be a hell of alot better then what that crappy movie gave us many years ago. So yeah, there you go. With that being said, we move head on to the next chapter as we reach the climax of the rewrite. I'm not gonna reveal too much, but the ending will be very different from the movie, and trust me, it'll be worth it in the end. Until next time, and stay tuned! Peace!**


	6. Ch5-The Liberation of Gotham

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

The Penguin wasn't in the mood.

He couldn't think about women. Now that was truly misery! No, all he could think of was Batman. A living, breathing, totally intact Batman.

Max Shreck stood by his side, trying to be cheerful enough for both of them as he guided The Penguin toward the platform where he was scheduled to give his speech.

"So he survived," Max said dismissively. "Come on, be a mensch. Stand tall—" His voice trailed off as he saw the look The Penguin gave him. Perhaps Max recalled that, the last time Oswald Cobblepot had felt this way, he'd almost bitten off somebody's nose. Of course, since that incident, the lovely Jen seemed to have kept her distance, too. Some women were just too sensitive.

"He didn't even lose a limb, an eyeball," the Penguin sighed at the indignity. "Bladder control!"

Max wouldn't listen. He waved at the cheering crowd in the plaza, and pointed at the latest banner: RECALL THE MAYOR.

"Point is," Max insisted as he waved to the audience. "Listen to them. They've lost faith in the old symbols. They're ready to bond with you, the icon of the future." He smiled encouragingly. "If it works, don't fix it—"

Well, yeah, they were yelling for him, weren't they? He could hear a chant rising from the throng. "Os-wald, Os-wald, Os-wald." Yeah. Oswald Cobblepot, hero to the teeming millions of Gotham City. Not the Mayor. Not Batman. Oswald Cobblepot. He stared gloomily at the special deluxe black umbrella he carried for the occasion.

"We'll celebrate tonight," Shreck insisted, "At my annual Max-squerade Ball. Shreck and Cobblepot, the visionary alliance!"

But Penguin's eyes were on the crowd. They were all screaming. They were all screaming for him. More important, a lot of them were women, screaming for him. No, they weren't just women, they were babes; cheap, maybe, tawdry most certainly, but they were his babes. Screaming Cobblepot Groupies. It gave him a reason to go on. To think that a poor boy, abandoned by his parents, raised in a rotting exhibit on the edge of the sewers by emperor and king penguins, could get these kind of babes. This was America, truly the land of opportunity!

The Penguin moved to the microphone, and the cheering redoubled. He could feel the adulation of the masses, and it gave him strength. When he spoke, his voice was no longer a simple squawk. Now it was a booming squawk.

"When it came our time to ensure the safety of our city, did the Mayor have a plan?" The Penguin began. "No, he relied on a man. A 'bat' man!"

The crowd screamed their adulation. For The Penguin, more than just Oswald Cobblepot, abandoned child and sometime crook. No, they screamed for Oswald Cobblepot, supreme ruler of Gotham!

Yes, The Penguin could really get into this!

* * *

Selina Kyle stood and watched all the hoopla, and all the cheering, for the two men who had tried to kill her.

Max Shreck.

Oswald Cobblepot, aka The Penguin.

She didn't begrudge them their few, pitiful moments of glory. She wanted them to go as high as this campaign would allow.

The heights, after all, would make their fall so much more satisfying.

Catwoman wasn't playing anymore. It was time for her to sharpen her claws.

* * *

Bruce Wayne found himself watching television again, and another of those never-ending media events with The Penguin.

And this time, The Penguin was talking about Batman.

"A ticking time bomb of a costumed freak," the overblown politician exclaimed to the crowd. "Who finally exploded last night, spraying this city with a shrapnel of shame!"

Alfred frowned at the TV. "I'm less worried about this ghastly, grotesque—more concerned about repairing the Batmobile. It's not as though we can simply bring it to Joe's Body Shop. Is it, sir?"

Bruce glanced up at the butler. Look who was worried about security.

"Hey, who let Vicki Vale into the Batcave?" he asked with a smile and a shake of his head. "I'm sitting there working, I turn around, it's like, 'Oh, hi, Vick. C'mon in.' "

The butler did nothing more than raise an eyebrow. Sometimes, Bruce wondered who exactly was in charge around here.

Bruce walked over to his aquarium, and reached into the replica of Wayne Manor in the middle of the exotic fish. He fished out a key from an upper bedroom window.

But there were other, more interesting things to wonder about. "Selina," Bruce mused as he shook the water off his wrist. "More facets than Vicki, huh?" He walked over to an Iron Maiden in another corner of the room. "Funny, but sort of mysterious—"

Alfred nodded curtly. "That's your own affair, sir."

Was it really? Whenever Alfred allowed his employer to have an opinion, rather than curtly commenting upon his mistakes, it meant the butler actually approved of Bruce's latest interest.

And Bruce Wayne always held Alfred's opinions in the highest regard.

"Affair," he murmured. "Yes, maybe, if she..."

He let the rest of the sentence hang as he placed the key in the maiden's lock and turned. It sprang open to reveal its deadly spikes. Bruce stepped inside.

"I believe I'll take the stairs." Alfred commented dryly.

The spikes retreated and the bottom dropped out from under Bruce.

He was on his way to the Batcave.

And The Penguin was on his way to a surprise.

* * *

Bruce jumped from the chute that had brought him from the mansion above. He pulled out the recordable CD that he had taken from the Batmobile, and inserted it into his specially modified player.

Alfred came puffing down the stairs behind him. The Penguin was displayed in all his glory on the large monitor that dominated this corner of the cave. He droned on with his never-ending speech.

"You ask, am I up here for personal glory?" The Penguin asked.

That was it, Bruce thought. Keep on talking until I can get the equipment set up properly and Alfred can determine the frequency. He flipped a whole bank of switches.

"Ha!" Cobblepot barked. "I toiled for many years in happy obscurity, beneath your boulevards."

In the meantime, Alfred toiled as well. He sat down at his own console, and punched up the FIND FREQUENCY command. The computers only took a few seconds to respond with FREQUENCY FOUND. They had the signal. Now, all they needed was to make a few minor adjustments, and those modifications Batman had made to the Gotham Plaza public address system should soon become apparent.

"No," The Penguin continued, oblivious to the fun that was to come, "The glory I yearn to recapture is the glory of Gotham!"

Alfred punched in another command, JAM FREQUENCY.

"How can this be accomplished?" The Penguin continued grandly. "I know you're all concerned."

FREQUENCY JAMMED. That's what it said on Alfred's computer.

It was time to play.

* * *

The Penguin was on a roll. He had all the birds and babes in Gotham in the palm of his flipper!

"—the glory of Gotham!" he shouted.

Everybody cheered.

"How can this be accomplished?" he called.

"Tell us!" they called back. "We want to know, Oswald!"

"I know you're all concerned," he continued, "and I'll tell you!"

There was no response. His microphone had gone dead.

Certainly, it was only a momentary glitch in the communications system. Max's people would have it fixed in a jiffy. The Penguin decided to repeat the last sentence, just to see if he'd get any results.

"I know-" he began.

His voice boomed back at him: "Hey, just relax and I'll take care of the squealing, wretched, pinhead puppets of Gotham!"

The Penguin stared at the microphone.

"I didn't say that," he sputtered to Max.

At least, he hadn't said it since last night, when he was talking to Batman.

Last night? Batman?

But nobody could hear his real voice anymore. Instead, his recorded voice boomed on.

"Ya gotta admit, I've played this stinkin' city like a harp from hell!"

But those remarks were strictly off the record! Not, of course, that he didn't mean them, but not in front of the babes!

* * *

Bruce Wayne allowed himself a smile.

The crowd was reacting just as he'd hoped they would, angry that the Penguin had deceived them. And the Penguin, not the most stable of individuals, was getting angry right back at them!

What could Bruce do now but raise the stakes?

He punched a series of buttons and placed his palm on the CD, letting the computer single out that special phrase. Here it was.

"This stinkin' city—" And again. "stinkin' city—stinkin' city—stink-stink-stinkin' city—" Just like a DJ at one of those downtown clubs. Penguin, how do you like that rap?

"—stink-stink—"

Hey, it had a beat. And who said Batman wasn't up-to-date?

It was music to Bruce's ears.

* * *

The Penguin fell back from the microphone, spinning around, almost losing his balance.

"—stink-stink—stinkin' city—"

The crowd was booing now, and his campaign workers were backing away from him. The Penguin turned and glared at Max, who appeared to be leaving too. He looked at the Penguin, and just shrugged his shoulders as if he's telling; 'Sorry, you're on you're own.'

The Penguin yelled in anger, watching the only person who got him out of the sewer, supported his campaign and just like that, he abandoned him and left him at the mercy of the relentless Gotham citizens.

He back away to the banner when they start throwing all kinds of rotten food at him. Lettuce, tomatoes, eggs and even snowballs.

And the performance went on.

"—stink—stinkin'—stink—"

The Penguin had to get out of this place. He grabbed his umbrella, and popped it open to project himself from rotten fruit, vegetables and eggs from the angry Gothamnites.

"Why is there always someone who brings eggs and tomatoes to a speech?" he cried aloud.

He lifted his bumbershoot and sprayed bullets into the crowd. They all crouched down in surprise to dodge them, but the bullet managed to destroy a couple of microphones that were placed at the standing desk.

It was time to get out of here. The Penguin jumped from the stage, and crashed on top of the unfortunate bystander. He headed out of the plaza and toward the park. A number of the good citizens gave chase. He managed to leap a park bench, but the Gothamites were gaining, including a few police officers.

"There he is!" called one of the officers, and start firing their guns at him.

That bridge, ahead, looked awfully familiar to the Penguin. Almost like it was out of a storybook someplace, a quaint stone bridge nestled in the woods above a rushing stream. Except the Penguin thought this particular story was much more personal: He had visions of a baby carriage, and another fall, a long time ago.

The Penguin jumped, losing himself in the icy waters of the river below, and the sewer beyond that he called home.

So much for politics.

Now it was time to get down to his real business.

* * *

The Penguin trudged out of the sewer pipe. He was wet, bedraggled, and humiliated, but he was home. He kept his eyes low, partially perhaps from dejection, but also from self-preservation. You never knew quite what the sewers held.

He banged into something. He looked up. It was his rubber-duck boat. Yes, he could use this in his plans, too, those same plans he'd let Max and his own foolishness lead him away from. What did he care about babes? When the time came, The Penguin would take all the babes he wanted, and there would be no one to stop him!

He jumped into the boat and revved it over the sewage lagoon to his arctic island. There, ahead, were the penguins, his penguins, squawking and playing.

The Penguin smiled despite his pain.

"My babies," he murmured. "Did you miss me?"

The penguins seemed to squawk in reply. He drove his duck up to the dock as he saw the first few members of the Red Triangle Circus Gang enter his lair through the main tunnel. He guessed things got a little bit too hot for them, too, after his speech. Or the speech that Batman made for him.

There were debts to be paid, when the time came.

The clown waved and bounded over to The Penguin as he climbed from his craft.

"Great speech, Oswald!" his grease-painted crony said with a laugh, only to get whacked in the face with an umbrella handle by the Penguin for his troubles.

"My name's not Oswald!" the Penguin shouted in rage, pulled off his tuxedo coat and those damned gloves. "It's Penguin! I am not a human being!" he continued. "I am an animal! Cold blooded! Crank the A.C.! Where are my lists!?" he demanded. "Bring me the names!"

With that, the Knife Lady entered the lair, carrying a great stack of yellow legal pads with all the information he'd gathered, courtesy of the Hall of Records and the Gotham City phone book.

"It's time!" he chortled with glee, hopping from one foot to the other. For this was the night of Max's party, the social event of the season, and all his victims would be unprotected. Yes, indeed.

"These are the firstborn sons of Gotham City," he said to the assembled gang. "Just like I was. And just like me, a terrible fate waits for them! Tonight, while their parents party, they'll be dreaming away in their safe cribs, their soft beds, and we will snatch them," he closed his flippers into an approximation of fists. "Carry them into the sewer, and toss them into a deep, dark, watery grave!"

Some of the gang members muttered at that. A few even exchanged looks. The acrobat who'd taken the first yellow page looked to his boss.

"Ummm, Penguin?" he said hesitantly. "I mean, killing sleeping kids? Isn't that a little-"

The Penguin lofted his sleek black umbrella and shot the acrobat dead.

"No, it's a lot, " he finished, kicked and rolled the fat clown off the platform and onto the water.

The rest of the Red Triangle Circus Gang managed a hasty cheer. Good. Showed just what a little well-placed discipline could do.

Not to mention a few well-placed bullets.

* * *

There were certain duties a butler never approved of. Still, a duty was a duty, and could not be forgotten until it was fulfilled. So it was that Alfred took the invitation down to the Batcave to remind his employer.

Master Bruce was hard at work on the undercarriage of the Batmobile, which still looked like a total shambles. Alfred would not be surprised if it took weeks to get the vehicle in proper working order.

Alfred cleared his throat. Bruce looked up from his work, and the butler proffered the invitation. He held it as far away from himself as possible. He wished he didn't have to hold it at all.

"Mr. Wayne," Alfred managed. "A reminder. Tonight is that loathsome party, hosted by that failed kingmaker, Max Shreck. May we RSVP in the resounding negative?"

His employer paused for a moment before responding. "I'm tempted, but," he frowned. "Well, it is an occasion for celebration, and ummmm," His frown changed to the slightest of smiles. "Selina will probably be there."

Oh, dear. There were certain more important things, then, than snubbing kingmakers.

"Ah," Alfred replied. He regarded his employer for an instant. "Who, may I ask, are you going as?"

But Bruce only smiled enigmatically.

"You'll never guess."

* * *

This, at least, would come out right.

These last few days had not been among the best for Max Shreck. First, there was that little altercation with Selina. Unfortunate how Max's temper could sometimes get the better of him. It was very fortunate she survived her tumble from the tower, he supposed, although the fall did seem to have done something to her brain. Perhaps it would be better, after the holiday season was past, to have her removed. Permanently. Except this time Max would have the job done by outside professionals. He was much too big a man to get personally involved in that sort of thing anymore.

And what about The Penguin? Max had thought he had seen opportunity knocking with the little birdman, but unfortunately, his chosen candidate appeared to have even more screws loose than the average politician. At least now that The Penguin had been disgraced and was the subject of a massive police manhunt, he and his threats were out of Max's life for good.

So now it was time for the big party, time for holiday cheer, time to forget the old and embrace the new. And it was a time for renewal, and a new year to finally get his special power plant under construction.

Yes, there had been some pitfalls along the way, but Max had successfully avoided them all. And he wanted to show he was still here, and still kicking. What better way to do that than hold his annual Max-squerade in the recently bombed department store, patched up and lit like a nightclub for this occasion?

Sometimes, Max was so clever he surprised even himself.

He had dressed himself in a special turban headdress for tonight's party. Just like a swami who knows all. And the guests started to arrive in droves. He saw some one dressed as the leaning tower of Pisa, another dressed as the sinking of the Titanic.

But, with all the varied costumes, it was telling that there wasn't a single penguin. How fickle the public was in Gotham City!

Max climbed up on the platform. It was time for the party to begin.

"Attention, shoppers!" he called into the microphone.

A number of the guests laughed appreciatively. They'd better, with what this was costing Max. But, hey, the goodwill this generated, especially among certain Gotham City departments and commissions! A party was always worthwhile when it got officials to look the other way.

"Like this splendid department store," Max continued, "Gotham can quickly bounce back from the tumult, the sturm and drang of the past days." He lifted both his hands above his head and waved to the crowd. "So deck the halls and shake your booties!"

The band behind him launched into a tune with a heavy beat, and a number of the guests obligingly crowded the makeshift dance floor.

Max spotted the mayor, wearing a Julius Caesar toga, complete with rubber knife handles and a lot of fake blood. Max lifted his drink in a toast to the mayor with his best "forgive me" smile. The Mayor nodded noncommittally. Still, the very fact that His Honor had attended meant he realized how much he needed Max Shreck's money, power, and influence.

Max turned to stare at the another newcomer who stood out in the crowd.

It was Bruce Wayne. Obviously. Because Bruce had come dressed as himself.

Well, no matter what Wayne decided to do, Max decided he should be the gracious host. Especially considering Wayne's money, power, and influence.

"Ingenious costume," Max remarked as he shook Wayne's hand. "Let me guess, trust fund goody-goody?"

But Bruce wasn't in the mood for banter.

"Of course you're feeling fine," he replied with a frown. "You almost made a monster the mayor of Gotham City."

Max took a deep breath. "I am the light of this city. And I am it's mean, twisted soul. Does it really matter who's the mayor?"

Wayne regarded him coolly. "You know what? It does to me."

"Yawn," Max replied. It was time to find more interesting conversation.

There was something about Max Shreck's money-can-fix-anything attitude that brought out Bruce's most self-righteous instincts. He found the man extremely unpleasant. For a moment Bruce Wayne thought it was a mistake to come here.

Then he saw Selina.

The sight of her beauty nearly took his breath away, and just couldn't take eyes away from her. He thought the blonde couldn't get any more beautiful. She was dressed in a dark blue, sparkling dress that hugged her curves in the right places. The dress was also backless, exposing her creamy back perfectly.

Bruce quickly crossed the dance floor in her direction. She was talking to Chip Shreck, who was dressed like some soldier from ancient Rome. Or, rather, Chip was talking to her.

"Selina," Chip said in what almost sounded like awe. "Ms. Kyle. May I have this—"

Bruce stepped in, and Selina looked at him as if Chip Shreck didn't even exist.

He smiled at her. She smiled back. The band started to play something slow. Somehow, they were in each other's arms and dancing.

"Sorry about yesterday," he said quickly. "Some big deal came together," No, that wasn't what he'd told Alfred to say. "Uh, no, fell through, and," Or was that what he told the butler to say? Bruce couldn't remember.

Selina replied before he could get into further trouble. "It's okay." she shrugged. "I had to go home. Feed my cat."

Bruce couldn't believe it. He looked into her eyes. "No hard feelings?"

She pressed close to him. She looked up and smiled.

"Actually—semihard, I'd say."

Oh. Bruce took a step away, suddenly embarrassed. If only he didn't find Selina Kyle so attractive. But he did.

Selina did an amazingly slow pirouette before him, graceful and sexy at the same time.

"There's a big, comfy, California king over in Bedding," she suggested. "What say we—"

"You mean," Bruce asked with a certain irony. "Take off our costumes?"

Selina's answering laugh sounded more sad than happy. "I guess I'm tired of wearing masks."

"Same here," he agreed. "So why did you come tonight?"

She shook her head. "You first."

He drew her close again. "To see you."

She didn't reply for a long moment. When she did, he heard that same sadness in her voice.

"That's lovely, and I really wish I could say the same, but, I came for Max."

Bruce almost stopped dancing. Max Shreck? Was there something going on in front of him that he hadn't even seen? An office flirtation, or maybe even romance?

"You don't mean, you and Max?" he asked tentatively.

This time Selina's laugh let him know he couldn't be further from the truth. She shook her head. She reached into her dress, and pulled out a small revolver from her tights.

"No, this and Max." she explained.

Bruce's eyes widen in surprise when Selina showed it to him. He frantically reached for the gun, but Selina pull it away from him.

"Now," she began. "Don't give me a killing-Max-won't-solve-anything speech, because you know it will. Aren't you tired of this sanctimonious robber baron always coming out on top? When he should be six feet under?"

Bruce shook his head ruefully. "Hey, look, I'm sure you have plenty of reasons to hate your boss, but," he threw his hands in the air, as if he didn't know the answer either. "Jesus, Selina, you're not the judge or the jury. I mean, just who do you think you are?"

She looked back at him thoughtfully, and a little sadly. She could have told him. She had so much anger against so many things; and that anger had come out as Catwoman. But now?

"I don't know anymore, Bruce," she said, hearing her own despair.

Still they danced, swirling around the floor to that slow, sad song. She tilted her head back, and looked overhead and saw a mistletoe. His hand on her bare back was like a caress, closed her eyes and felt Bruce gently kiss her neck that earned her a soft moan.

"A kiss under the mistletoe," she whispered, repeating another's words. "You know, mistletoe can be deadly, if you eat it..."

Bruce looked at her, and told her other words she knew.

"But a kiss can be even deadlier, if you mean-"

He stumbled over the last word, as if he had guessed the same thing she had. His eyes widened as he took it all in. He was looking her, like really looking at her for the first time.

It was at that moment, they knew. It all clicked. The repeated words, the fights, the sex sessions, and even their date on Wayne Manor when they were hesitent during their first kiss as themselves.

It took Bruce a moment to realize that he was dancing with Catwoman!

Selina stared at Bruce, tears streaming down her face at the revelation, and couldn't help but feel a cold chill running down her spine. She thought the exact same thing he was thinking, and they don't know it was either good or bad.

Bruce very gently removed her makeup from her neck that showed a hickey he left a night or two ago.

"The mark I gave you," he said.

She nodded, confirming that Bruce is indeed Batman.

"Oh my god..." she whispered, afraid to say what came next. "Does this mean we have to start fighting now?"

In all Selina's honesty, now that she knows who Bruce really is, she didn't want to fight him. Bruce's only answer was to pull her closer. She hugged him tight in return. She was scared. She imagined they both were.

They couldn't shake the dark feeling in their systems, like a sixth sense that something terrible was about to happen tonight.

They don't know what it was, but they both know they have a very bad feeling about it.

"What do we do?" she asked after a moment.

"I don't know," Bruce replied. "Until we figure it out, let's—let's go outside."

For the moment, Selina realized, that was fine with her. He led her off the dance floor to go outside for some fresh air to figure out the revelations. They exchanged no words, when they were about to walk through the door, an explosion rocked the hall.

Bits of the floor sailed back to earth. People screamed. Pieces of ceiling rained down around them. People fainted.

Parts of other things fell down, too. Some of these had once been costumes; or what had been inside the costumes.

Max got up from the impact of the explosion, and turned his head to see his son Chip, who has a concerned look on his face.

"My son." said Max.

"Are you okay?" asked Chip.

"I'm all right." replied Max.

From under what used to be a glass floor, emurged some kind of sillouette of a giant duck, with the Penguin on the controls. He made a small bow from within his duckmobile.

"You didn't invite me, so I crashed!" cackled the Penguin.

The four penguins he'd brought along squawked approval.

His Honor, the Mayor stepped forward. The Penguin had to admit, he was a snappy dresser. Of course, the Penguin always was a sucker for a toga.

"What do you want?" His Honor demanded.

"Right now, my troops are fanning out across town, for your children!" the Penguin paused to allow the audience to gasp. "Yes, for your firstborn sons. The ones you left defenceless at home, so you could dress up like jerks, get juiced, and dance badly!"

The door-wing of his duckmobile open with a loud creak, as the Penguin stepped out. He turned to a certain older firstborn kid.

"I've personally come," the Penguin said, showing the Mayor out of the way with his umbrella. "For Gotham's favorite son, Mr. Chip Shreck!"

He shot the mannequin head to smithereens with his umbrella gun that caused even more people to gasped in shock, and a couple even screamed.

Ah, violence, threats, murder. Why did The Penguin ever leave those things he was so good at?

Well, all that was sewage under the bridge. Because with dear Chip, and hundreds of other Chips from all over town, The Penguin was getting back into murder in a big way.

Hey, this was even better than being mayor!

Bruce and Selina had gone down together when the floor exploded. He had been underneath, to cushion the worst of her fall. By the time they had both regained their feet, the Penguin had managed to take Chip Shreck captive.

Selina turned away from The Penguin.

"Bruce," she said. "We have to do something!"

She turned to Bruce, only to find an empty spot where he once stood.

Max stared in horror as his son was taken hostage.

"You're coming with me, you Great White Dope," The Penguin declared with perverse glee. "To die, way down in the sewer!"

Max almost stopped breathing. For the first time that he could remember, he was truly frightened.

"Not Chip!" he called out, surprised how strong his voice still sounded. "Please! Penguin, if you have one iota of human feeling, you'll take me instead."

The Penguin turned to Max and sneered.

"I don't," he barked. "So, no."

But Max knew he had to save his son. He threw himself toward The Penguin's huge duck.

"I'm the one you want!" he insisted. "Penguin, please! Ask yourself!" He pointed to himself. "Isn't it Max Shreck, who manipulated and betrayed you? Isn't it Max, not Chip, whom you want to see immersed to his eyeballs in raw sewage?"

The Penguin paused to consider Max's plea.

"Okay, you've got a point. I'll let the little prince live for now." he shoved Chip out of the way.

Max's relief at seeing Chip freed was soon replaced by dismay at having an umbrella gun put to his own head.

"In the duck!" ordered the Penguin.

Max looked at the birds around him. The penguins were not only wearing funny-looking helmets, they were armed! And the way they were pointing those guns, they looked ready to shoot into the crowd.

The whole world went gray as four smoke bombs went off simultaneously.

What was he doing? He wasn't the self-sacrificing sort. Well, he had sacrificed himself for his son. It was a shock, but Max realized he did have a shred of human decency.

And that decency would be the death of him.

"Dad!" he heard Chip call from somewhere in the crowd. But he had no reply as the smoke closed over him.

All Max could do was cough.

* * *

Max had never known this kind of misery before.

The Penguin had put him in a cage, but that wasn't bad enough. The cage was hung immediately above a pond full of brown and acrid goo. Max half expected to choke to death on the fumes! And it was cold down here, too! That huge air conditioner was turned so high that there was ice everywhere; and somehow the sparks from the generator next to it did nothing to warm the place back up. Max didn't want to know what was in this goo to keep it from freezing, but he had the feeling that the liquid could ruin his pants, perhaps even eat them away.

The Penguin's men had given him a ratty blanket to throw over his shoulders, but all it did was keep his shivers to a minimum. He'd die of exposure if the Penguin didn't kill him first.

But, then, he was quite sure The Penguin was going to kill him.

The Penguin pranced about before him, a long black umbrella in either hand.

"Ooh," the bird man almost sang. "This is gonna be good!"

He turned to Max. "To cut down a whole crop of Gotham's most promising, before their prime." He pointed his umbrella toward a spot past Max, and a whole lake full of some liquid even more vile than that surrounding the businessman.

"How do I lure them in, you ask?" The Penguin continued rhetorically. He popped open a red and white umbrella. Max flinched backwards. But instead of bullets or knives, this bumbershoot transformed itself into a charming miniature merry-go-round. The music was hauntingly familiar. Maybe it was a lullaby.

The Penguin held the charming miniature above him, and waved for a pack of imaginary kids to follow.

"A little Pied Penguin action," he explained. "And you get to watch them all sink in a deep puddle of your industrial by-products." He turned back to Max. "Then you join them. Tragic irony or poetic justice? You tell me."

But Max was too cold to care.

* * *

It was a circus train from hell.

The odd collection of circus wagons wound its way through the early morning streets of Gotham City. They were bright wagons, painted blue and red and yellow, cheerful circus colours.

But each of these old and cheerful wagons was a cage, its sides filled with iron bars. And behind these bars were children; four or five to a wagon. All boys, all the firstborn sons of Gotham, destined to be The Penguin's victims...or so he planned.

Occasionally, a baby's cry would break through the near silence. Most of the boys seemed too terrified to speak.

Some called weakly for help. An acrobat leaned down glared at him, "Shut up and enjoy the choo-choo ride, or you'll be sorry." she said in a deadly tone.

The locomotive stopped, waiting for the next delivery. At the wheel, the Organ Grinder impatiently plucked his monkey from his shoulder. He looked back at the collection of acrobats, jugglers, and clowns aiding him in his work.

"Would you hurry up loading those kids already?" he yelled. It looked like he was getting tired of this whole trip. Unknown to him, a familiar black cat walked passed them. It's emerald green eyes looking up at the Organ Grinder, who simply narrowed his eyes.

"Get out of here, ya stupid cat!" The Organ Grinder yelled, causing the cat to hiss as it scurried away.

A shadow fell across his face, startling the driver out of his boredom. His monkey screamed. He looked up as a whip wrapped around his neck before he was yanked from his seat.

The knife thrower, skinny clown and acrobat came back with their neck load of captives when they noticed a latex clad figure standing in front of them.

"Hey fellas, I think it's past the kiddies bed time." Catwoman said extending her claws, her green eyes flashed as she lunged at the circus troop of criminals.

Up from above, a familiar dark clad figure was watching the scene. His cape waving along in the cold wind as he watched the events unfold before him. He couldn't help but be amazed at how easily Selina was holding her own as she swiftly kicked the fat clown in the gut before wrapping her whip around the knife throwers legs sending her falling hard onto the ground.

Once the attempted kidnappers were all down, Catwoman looked up to the caped crusader standing above her, both of them had a sad look within their eyes before Catwoman made a quick get away.

* * *

The Penguin had to get this just right. No use frightening the little darlings before they all drowned horribly in the toxic ooze. He pirouetted with his colorful umbrella, ready to lead his firstborn victims in a merry dance.

"This way, kiddies," he said in his most inviting tones. "Jump right in!"

Of course, if the kids disagreed, he'd just machine-gun a few of them to get them started.

He paused as he heard a shriek from the entryway to his lair. He stopped the music as he saw the Organ Grinder's monkey scamper down the stairs toward him. A smelly, noisy creature, the monkey, not at all as regal as an emperor penguin; but why was the monkey here without the Organ Grinder?

"So, where are all the children?" he demanded of the beast. "Don't tell me they stopped at McDonald's?"

Indeed, the filthy little creature did clutch a piece of paper in its fingers. The Penguin snatched it away and uncrumpled the page to read the letter.

" _Dear Penguin,_

 _The children regret they are unable to attend._

 _Batman._ "

What?

The thought of Batman foiling his plans once more, the Penguin couldn't stop himself from shouting at the top of his lungs. His raging screams reverbed and echoed thoughout his lair.

"AAAAAAAAAAAAAAAAAAAAAGHH!"

* * *

Why hadn't he just done this in the first place? After all, he'd been planning this campaign for years, designing the special headgear, fitting the guns and heavy weaponry so that they could be operated by birds. But he'd gotten sidetracked by dreams of personal glory, or personalized revenge. But these dreams had depended on outside factors; people and events that The Penguin could not control.

He looked out at his troops, over a hundred strong. It had taken The Penguin and the remaining members of the Red Triangle Circus Gang close to a whole day to outfit them all, but it had been worth it, for they'd finished their work just before Christmas Eve.

And what next? The Penguin had thought about this speech long and hard, for it would lead to his greatest moment!

"My dear penguins," he began solemnly. "We stand on a great threshold! It's okay to be scared; many of you won't be coming back."

He had to stop and wipe away a tear. Yes, this was his day of glory, or, as he liked to think of it, Operation Penguin Storm. It was inevitable, he guessed, that it would come to this, especially after his years of gruelling study led him to discover the exact pitch and frequency that would cause penguins to follow his every command. That was one advantage to spending years in the sewers, it gave you plenty of time for research. Sure, his troops would be little more than zombies to the Penguin's radio signals, but his cause was just. Not to mention incredibly bloody.

"Thanks to Batman," he continued. "The time has come to punish all God's children! First, second, third and fourth-born!" He laughed grandly. "Why be biased!? Male and female! Hell, the sexes are equal with their erogenous zones blown sky high!"

He looked over to the control center. There was the Poodle Lady, at the controls, beneath the banks of monitors scavenged from both the old Arctic World pavilions and numerous diverse sources, relaying those fine video signals, from cameras liberated from some of the finer automatic tellers and convenience stores in all of Gotham. And those monitors showed every corner of the sleeping city.

But if the city was sleeping now, soon it would be dead.

"Forward march!" The Penguin declared. "The liberation of Gotham has begun!"

The whole penguin army swivelled in unison as the Poodle Lady twisted the appropriate knob at the controls. She flipped a switch, and the penguins started to march in step toward the large sewer pipe, and the city beyond.

Penguin had to wipe away another tear.

"The Grinch just stole Christmas," he announced to those few, pitiful humans who remained. "I'm gonna kill it, barbecue it, chop it up, and chew its bones!"

Yes, The Penguin thought, smacking his lips.

Pure chewing satisfaction.

* * *

The Batmobile might be down, but there was more than one way to patrol Gotham City. Especially when your prey was a creature like the Penguin.

Batman drove the Batskiboat down Gotham River and into the main conduit of the sewers. This would be the first real test of his new vehicle, a sleek, compact black craft designed along the same lines as the Batmobile, a combination of a speedboat and a jet-ski.

The sewers were dark and vast, and changes over the years had made it virtually impossible to map them from city records. The Penguin might have been able to hide down here for years, but now Batman knew where to look.

Alfred had picked up a signal, similar to the one the Penguin had used on the Batmobile. It seemed that the birdman was again trying his tricks with a remote control. But Batman would turn those tricks around, and The Penguin's final fate would be anything but remote.

"The penguins are moving above ground." said Alfred through the radio from the Batcave.

Batman looked down at a small screen before him. The glowing dot was getting closer.

* * *

From street to street, left right and center, hundreds of penguins have scattered all over the city. All of them had missles strapped to their backs as they scurry from street to street from every corner.

* * *

The Penguin stared up at the monitors, and saw all but one of his units already in place. The last group had delayed by some small disturbance in the sewer tunnels, but even they were climbing from their designated manhole to take up their position outside Gotham Plaza.

The penguins marching bravely down the streets of Gotham City, about to blow the city to holy hell. They'd teach the sanctimonious citizens a thing or two, or at least those who were left alive.

"Penguin army approaching launch destination at Gotham Plaza," announced the Poodle Lady. "One minute until ignition."

"They wouldn't put me on a pedestal," the Penguin mused gleefully. "So I'm laying them on a slab!"

* * *

"The penguins seem to be converging on Gotham Plaza." announced Alfred to Batman through the radio.

Batman turned his boat around a corner in the sewer pipe. There, in the glow of his headlight, were half a dozen penguins.

Penguins? As Batman scanned the group, he noticed that all the birds were strangely outfitted as well, all wearing odd helmets and carrying what looked like miniature bazookas.

This was what the Penguin controlled. The birds raised their weapons at the approaching boat. It was time for some evasive action. The penguins fire the missiles straight towards the approaching Batskiboat.

He gunned the jet motor as he turned the boat to follow the curve of the sewer pipe. The boat rocketed forward, rising from the water and climbing the curve until Batman hung upside down for an instant from the top of the pipe.

The penguins' missiles exploded harmlessly below.

Batman continued his circumnavigation of the sewer pipe, bringing the craft back into the water on the far side of his adversaries. In an instant, the penguins were out of firing range; in another instant, they were out of sight.

* * *

Countless more penguins marched past the Plaza, and looked like that they were making way towards Gotham Square.

* * *

"Thirty seconds until ignition," announced the Poodle Lady in a drone-like tone. "Estimated casualties after launch: 100,000 people."

The Penguin couldn't take his eyes off the video screens. This was the kind of program that really sucked you in. One final command, and Gotham City would become Götterdämmerung!

"The penguins have reached Gotham Square."

* * *

After what seems like it lasted a long time, hundreds of penguins have all stopped in their tracks. If there were any witnesses who saw the whole thing transpire, they would probably see something like it was out of a family movie or something. The scene would've been so cheerful and light-hearted, if the penguins weren't wearing those weird helmets and missiles.

* * *

"Fifteen seconds to ignition."

* * *

"Ready when you are, sir." Alfred replied. The butler was once again in charge of the computers.

Batman look at the the track screen. The penguins were in position, and looked about ready to obliterate the city.

"I've got the coordinates." Batman added.

* * *

The Poodle Lady looked up at the big clock. Everything was right on schedule!

"Ten," the Poodle Lady began her countdown. "Nine,"

The Penguin could barely contain his enthusiasm, moments away to achieve his ultimate revenge. "The Christmas Eve of Destruction!" he chortled. This would let Gotham know how he really felt about the holidays!

This time, the Penguin was going to give Gotham the biggest Christmas light of all!

"Eight," his assistant continued. "Seven."

* * *

The city was in silence. The penguins were all in position to fire the missiles that will turn Gotham into ground zero. They angled their bazookas for maximum destruction of the stores and the last-minute shoppers.

* * *

Alfred sat at the console, ready for his employer's instructions.

"Twenty-eight degrees west," Batman repeated, double-checking the coordinates. "Let's turn them around."

"Yes sir!" replied Alfred, and typed the appropriate command into the console before him.

FREQUENCY JAMMED, the monitor replied.

* * *

The Poodle Lady coughed. She threw a switch, then a second and a third. She seemed to be having a little trouble.

"Something is wrong," she remarked in a very tentative tone, causing the Penguin to frown. "Something has jammed the signal."

Jammed?

The Penguin got up from his chair, confusion showed on his deformed face, as he checked one of the monitors to see if his imagination weren't playing tricks on him.

"They seem to be turning around." announced the Poodle Lady, which did not help the Penguin's increasing temper.

He walked to the edge of the platform to get a closer look at the monitors, and saw that his penguins are all indeed marching back to where they came from.

Watching from the cage that he was in, Max turned from the monitors to see the Organ Grinder's monkey holding the keys for the cage. With the Penguin distracted, he saw the opportunity to in front of him; steal the keys from the monkey so he can escape from this dump.

"Hey." called Max quietly.

The monkey looked up at Max, who was making hand gestures to it, trying to bring the animal to the cage.

"There's also something coming this way," called the Poodle Lady. "Very large, very fast."

The Penguin heard the distant sound of roaring engines from the tunnel leading to the sewers. He went to the right side of the platform to find source of the sound, not doubt sound of a vehicle coming from the tunnel is being driven by a certain Dark Knight.

The Poodle Lady and the last remaining Red Circus gang looked at the tunnel with looks of uncertainty written on their faces.

* * *

"I'm homing in on the signal's origin." Batman announced to Alfred.

The glowing dot reached the center of the screen and began to flash with twice the intensity. The Penguin's control center was just ahead.

* * *

The Penguin could barely keep his temper in check. He looked up at the skinny clown at the balcony, who decided; to hell with this, and high tailed out of the building.

His eyes widened at this, and looked to right to see three more clowns leaving, with the two even cartwheeled out of there.

Not believing what he was seeing, he looked to the last remaining member of the gang; the Poodle Lady, only for her to disappear into the background, leaving the Penguin completely on his own.

Enraged, the Penguin grabbed a fresh umbrella and ran for the Duck vehicle.

He jumped aboard, and started the engine to move it. He steered the oversized duck through the wooden walkway, not realizing he just released the toxic waste he dumped earlier and start spreading the poison into the clean water slowly.

He steered it out of the water, and the duck was equipped with wheels, turning it into some sort of car, and even drove it up the stairs out of the sewers.

* * *

Batman was almost at the destination where the Penguin was being held.

But something was moving up ahead. He could see a new blip on his screen, a thermal image of what lay ahead. It wasn't a boat exactly. The vehicle ahead appeared to be shaped like a large rubber duck, and it was heading for the surface.

His boat reached a fork in the pipes. Batman turned sharply, entering the sewer main that angled up toward the surface.

* * *

The Penguin had reached the surface of Arctic World, taking him outside. He laughed as he steered the duck into the lake beyond the exhibit.

He stopped laughing at the sound of glass breaking. He looked up to see a Batskiboat ramming through the roof of the Arctic World. He watched it fly through the air, heading straight for him.

The Batskiboat crashed on top of the duck, breaking the Penguin's escape vehicle into pieces with showers of spark.

Batman popped open the cockpit and climbed out. He looked beneath his craft for some sign of the bird-man, a bit of soiled coat, perhaps, or a piece of an umbrella.

Batman turned around, only to get tackled from behind by the Penguin. He collapsed from the surprise attack, and had an umbrella placed on the front of his armoured neck.

"I think you're jealous," the Penguin declared. "That I'm a genuine freak, and you have to wear a mask!"

"Maybe you're right," Batman choked, and used his weight to roll the Penguin of his back.

The Penguin obligingly jumped to his feet, pointing his umbrlla at his adversary.

"But when it all comes down to it," the bird-man remarked as he lifted his sleek, black weapon. " 'Who's holding the umbrella?' "

The Penguin pressed the umbrella handle, and a long blade sprang out from the other end, transforming it into a sword.

It was time for Batman to pull out his own weapon. A small, black, palm-sized electronic device featuring a button.

The Penguin's already small eyes narrowed. What was Batman up to? The bird-man circled the Batman warily, keeping his distance.

Batman turned his head to the left and looked to the distance. Confused, the Penguin followed what the Dark Knight was looking at, only to recieve shock when he saw an army of penguins all lined up around the Arctic World.

"MY BABIES!" screamed the Penguin.

Rage consuming him, the Penguin lunged forward with his sword. Batman easily avoided the stab, dodging back from the vicous swipes. The Penguin had managed to slice at Batman's armour, but the bladed end had snapped clean off.

The Penguin look and the end of his umbrella in surprise for a minute, and used it to knock the weapon out of Batman's gloved hand. Batman responded by punching the Penguin in the face. The Penguin fell to his hands and knees, crawling to the device.

The Penguin cackled, snatching the weapon from the ground. He grinned at Batman as he held the button out in his foe's direction, and pressed down hard.

The penguins' helmets clicked and hummed. They turned, lifting their bazookas aloft. They all open fired their missiles at the Arctic World.

Two panels in the Batman's boat fell away, releasing a crowd of bats. They flew right for The Penguin and the high-pitched signal button he still held in his hand. The bats were clustering around him now and the signal that called to them. There were too many of them. He staggered backward, onto the pathway that led to the Arctic World exhibit, running now, trying to escape the circling mammals.

He screamed as he crashed through the old observation window and fell back into his lair, splashing into the poisoned water.

Batman looked down at the Arctic World exhibit below. The Penguin was nowhere to be seen. He turned at the sounds of multiple explosions.

The penguins aimed now for the rotting remains of the rest of the old exhibition, crumbling cages from an old zoo, weathered concession stands with a bit of bright paint remaining here and there, benches and fences that had collapsed long ago.

Another command came through, and the penguins fired together, a grand trajectory of missiles arcing high overhead to fall into the exhibits beyond.

The exposition exploded, full of sound and light for the last time.

* * *

Max sees the Organ Grinder's monkey jumping onto the bars of the cage with the key in it's hand. Max snatched it from the creature, and slid the key into the padlock. He turned it and the padlock clicked opened. Max opened the cage door and slowly climbed down, only to feel a whip wrapped around his ankle.

Max fell into the unaffected area of the water before he had the chance to react. He tried with all his might to swim away from whatever was dragging him down underwater. He looked down to the floor to see the corpse of the fat clown with a gun laying in front. He managed to grab the gun before something holding his ankle dragged him to the other side of the circus.

Max broke surface and felt someone grabbed him, and lifted him up to push him onto the rusted grater of the power generator. He was stunned for a minute, and cleared his vision. Once he can see properly, he saw another costumed vigilante before him, and it was Catwoman.

She looked like she was worse for wear. Her latex outfit was in tatters, some of her skin exposed through the holes, and her blonde hair stuck up through her shredded mask, glaring at Max with intense hatred corsing through her body.

' _Finally,_ ' thought Catwoman with a hint of triumph. ' _I got him right where I wanted..._ '

"Look, what do you want," Max pleaded, doing his best to smile, putting his hands up. "I know I can get it for you with a minimum of fuss."

Max flinched back at the crack of the whip that Catwoman viciously flicked through the air.

"Money?" he asked in desperation. "Jewels? A very big ball of string?"

Max attempted to escape with his life, but Catwoman caught him with her whip. It wrapped around his neck with a flick of her wrist, dragging him to her.

"Your blood, Max." stated Catwoman.

"My blood," paled Max. "I gave, at the office."

Batman heard a commotion down below the Arctic World. He turned away from the explosions and looked down. His heart skipped a beat when he saw Catwoman holding Shreck in a threatening way.

' _Selina..._ ' thought Batman. ' _Maybe there's a way to get through to her..._ '

His reached his utility belt for his grappling gun. His pulled the trigger and shoots out a zipper line onto the wall. He pulled the other line and scurred it with a click on the metal framing of the broken window.

"A half pint," Catwoman purred to Max. "I'm talking gallons."

Max was internally panicking.

"Let's make a deal," Max continued feverishly. "Other than my blood what can I offe-"

Catwoman sensed the businessman was trying to weasel his way out of it, but she was having none of his bullshit, as she tightened her hold around his neck with her whip, causing him to choke out.

"Sorry, Max," added Catwoman. "A die for a die."

Before Catwoman can do anything, she and Max looked up to where the window panel was, and sees Batman zip lining down towards them. The latex clad feline had to let go of Max as the Dark Knight dropped down in front of them.

Max darted out from behind the black clad figure, nearly tripping over his feet in his haste to get away from the dangerous woman. He practically threw himself at Batman.

"You're not just saving a life," Max called out. "You're saving-'

Batman roughly face shoved him with his hand, disgusted at the man's slippery, simpering nature.

"Shut up, you're going to jail." gruffed Batman, Shreck staggered back and half fell against the crumbling wall, his expression shocked.

Catwoman jumped with cat-like grace in front of Shreck, preventing Batman from getting any closer. She cracked her whip threateningly at him as she looked in the eyes of Batman.

"Don't be naïve!" demanded Catwoman, her voice uncharecteristically desperate. "The law doesn't apply to people like him, or us!"

"Wrong on both counts." replied Batman, shaking his head.

Batman stopped and swallowed; now that he knew that Catwoman was in fact Selina Kyle, the woman he fell in love with. He could see that it was her, though it might have helped that her mask had become so torn that he could see strands of her blonde hair sticking though it due to his sexual encounters with her.

Batman took a small, tentative step forward, a little like he was approaching a wounded animal. From close by, came the sounds of another explosion outside.

"Why are you doing this?" he asked quietly. Selina glanced over her shoulder at Shreck, who was observing the scene, his eyes bright and calculating. Batman took another slow step forwards. "Let's just take him to the police, then we can go home…together."

His voice held a pleading note, and he knew that, but he didn't care if he appeared weak in front of her. His Batman persona slipping away with each step he took as he stopped about an inch away from her personal space, becoming Bruce Wayne once more.

Selina flicked her whip, bringing it through the air with a sharp 'crack', but her body quivered noticeably. Her resolve was wavering. Her shoulders were heaving and her breathing was shallow.

"Selina," he whispered quietly. "Don't you see? We're the same… Split right down the centre."

Selina sucked in a breath sharply and swallowed, the tears that had made her eyes so bright were spilling over. Bruce raised a hand slowly and ripped his cowl off.

Selina's lips quirked into a smile, looking relieved. In front of her, was the man she fell in love with. Her knight in black armour, offering her a place to stay, her ticket way out of her shitty life. From all the things that happened in her life, from lousy ex-boyfriends, her crappy apartment, her nagging overbearing mother, people walking all over her, one thing after the other was so pointless and dull.

Everything that happened in her life, she admitted, was so utterly boring and uneventful. It went on and on endlessly, until Bruce literally dropped from the shadows, dressed as a symbol of justice, who brought so much joy during the fights, the rescues and even the sex sessions. All those moments she had with Bruce had made her feel so alive, it felt so damn good, and she had no regrets about it. She didn't want to take all that away for the world.

"Selina," whispered Bruce. "Please."

"Bruce," said Selina in a trembling voice, her old timid self resurfacing. "I woul- I would love to live with you in your castle."

She turned her head away, her demeanour slipped when a single tear fell down her cheek.

"Forever, just like in a fairy tale." she finished.

Hesitantly, he stretched out a hand and touched her head, intent on comforting her. She reacted automatically, spinning around and lashed out at him with a restrained scream, as she reaked her claws down his face.

"I just couldn't live with myself!" she hissed. "So don't pretend this is a happy ending!"

"Selina," remarked Max.

Selina turned her head in a half growl and pulled off her mask, causing her hair to stick up everywhere.

"Selina Kyle," continued Max. "You're fired!" Shreck turned as Bruce moved forwards again. "And Bruce Wayne. Why are you dressed up like Batman?"

Selina rolled her eyes at the most stupid, obvious question she heard from her now ex-boss.

"Because he IS Batman, you moron!" replied Selina firmly.

Shreck withdrew his hand from inside his jacket.

"Was." he corrected, pointing a gun at Bruce.

The shot went off before either of them could react. The bullet whistling through the air at a speed neither of them could dodge. Bruce fell with a grunt of pain as the bullet skimmed his shoulder. Selina turned on Shreck, her lips curled in a vicious snarl of anger.

"Don't." warned Shreck, raising his gun again.

"I have eight lives," Selina scoffed, her heart was pounding erratically against her ribs. "And I had one taken from me the night you pushed me through the window. Remember that? The plans of your precious power plant that you're afraid of being leaked to the public, you though you would end me so you can save your reputation? You think you have enough bullets to finish me off, Shreck!?"

"One way to find out." Shreck shrugged, firing the two shots without hesitation.

No one could miss at that range. Selina staggered back as the bullets buried into her chest.

"Two, three..." she gasped, bringing her whip around and down. The tip of the whip curled around the barrel of Shreck's gun. Selina jerked the whip back, yanking it from his grip. It flew out of his hand and up into the air. Selina caught it with her hand, dropped it and slid it with her boot out of Max's reach.

"Still alive!" remarked Selina, a dangerous snarl twisting her mouth.

Before she could even think about killing Shreck, she felt a hand on her shoulder from behind, and turned around at a speed that no normal human being would possess. She was greeted by a sight that nearly made her trip under her own feet, dropping her whip in surprise. Her green eyes widened, as Bruce Wayne stood at the spot like he hadn't been shot at all. He had three claw marks on his face with some blood pouring out. Apart from that, he appears to be fine.

"Selina, don't." begged Bruce.

"Bruce!" exclaimed Selina, shocked that he survived a single gun shot. "I thought you were dead!"

"Bullet proof armour," revealed Bruce, tapping his suit. "Lucky that Shreck has a lousy aim, as much as he's a lousy person."

Selina barely nodded at that, but very relieved that he is still alive.

"But you can't do this," pleaded Bruce placing her hand on her arm. "You know this isn't who you are."

"You're wrong!" cried Selina, breaking free of Bruce's hold. "You don't know a damn thing about me! I don't even know myself! My whole life... It's filled with nothing but pain and abuse! At school, college, I had assholes who took advantage of me! Bullies making fun of me, saying I'm ugly, calling me a fat ass nerd, and humiliating me in locker rooms! No one, not even my own mother gave a shit what happened to me! NO ONE!"

Selina shouted at the last words, as tears welled in her eyes.

"And just when I thought it couldn't get any worse," she ranted. "My boss decided to try and kill me! And now...now! I can't even tell who I am anymore, Bruce, it's like I have these voices in my head."

Selina looked at her shaking hands, then looked at Bruce with a heartbreaking look on her face.

"I don't know if I'm Selina Kyle or Catwoman," she continued. "I don't know who the real me is! Whenever I go out and put that costume on, I feel so powerful like nothing can hurt me! But when I'm Selina, I feel lonely and scared!"

"That's not true, Selina." Bruce said, reaching out again only for her to slap his hand away.

"Yes it is!" snapped Selina, her voice breaking. "You saw how helpless and timid I was!"

She turned away from him, trying and failing not to let Bruce see her visibly trembling form. She wrapped her arms around herself, tears streaming down her cheeks, her face hidden behind her wild hair.

Bruce stood firmly and took it all in. He stared at Selina's shaking body, and looked about out of place when she was in her ripped latex outfit.

He couldn't believe that this woman, who Bruce recalled in their early meetings, was not afraid to express herself freely and confidently like it was nothing to her. This woman; this wonderful, fantastic woman who let out the best in him in their meetings as both their alter egos and their normal selves, had literally poured her heart and soul out to him about the awful things that happened to her in her life.

The more he listened, the more it clicked. They truly have something in common. Two lost souls who spend their whole lives searching for one another after years of failed relationships.

As she hid her face from him, Bruce can see that the woman he fell in love with the moment he laid his eyes on her, was being reverted back into this lonely, timid woman that she was before Shreck pushed her out of the window.

But despite her rejecting his help, Bruce stood his ground, refusing to back down.

Thinking back to his doomed relationship with Vicki, he wasn't going to stand by and let Selina slip away from him like she did.

"I can't believe what I'm hearing," added Bruce in disbelief, shaking his head. "I've never seen you act this weak."

"Huh?" questioned Selina shakily, weakly looked up at him, trying to understand where this was going.

"What happened to the brave and confident woman who beat me up on those rooftops not long ago?" he reminded her. "What happened to the woman who saved the Ice Princess from death, and rescued all those kids from the Circus Gang? I told you before Selina, you're not a bad person."

"But I-" Selina was cut off by Bruce's finger on her lips.

"Selina, you're not a bad person, and you're not a killer either." Bruce said.

Selina was hesitant before she turned around to see the feeble form of Max Shreck. "What about him? After everything he's done, I can't just let that go."

"I know you want justice, Selina," whispered Bruce. "But listen to me for a minute. Killing him will not solve anything. Trust me, it won't make things any better for yourself. Years down the line after tonight, it'll eat you away like a thousand insects, slowly and painfully until there is nothing left of you, then you'll wonder what happens next. One terrible morning you wake up at your apartment, you'll realise sooner or later, revenge has become your whole life. And you'll end up being more lonely and afraid then you already are. Believe me, I've been there and done that."

Selina closed her eyes, letting his words sink into her mind. Her shoulders slumped, and she never felt so dejected and this depressed in her life. She was hurt. All over her body she was in agony, physically, mentally and emotionally. She was so tired that she wanted to go home, and put all the pain, suffering and abuse behind. The despairing look in her eyes was slowly fading, replaced with fear, realisation, and regret.

Bruce tilted her chin so she can look in his steel blue eyes.

"If we hand him over to the police," Bruce continued. "Along with the evidence, then the city know for what he truly is. Please Selina, let me help you."

Selina bit her lip as she looked up at Bruce. Her hands linked behind his neck as she pulled away. With a heavy sigh, she leaned into him, allowing him to wrap his arms around her tightly. She pressed her face against his shoulder as he held her tightly.

Selina couldn't hold it anymore. Years of build up emotional pain that she held on to for so long had started to take it's toll on her. Tears streaming down her face, her shoulders were visibly shaking, burying her face onto Bruce's neck and finally started to sob quietly. He tightned his arms around her, letting her cry her eyes out.

"Shhhh," soothed Bruce, gently rubbing her back. "Let it out, Selina. Let it all out."

He didn't know how long he held her in his arms, he just stood firmly, comforting her, as she let out all the hell she endured all her life. Her path to recovery and sanity is a long road ahead, but he knew in the long run, Selina will be okay after the night is over. After all, everyone needs a good cry every once in a while.

After her sobs subsided and finally calmed down, Selina lifted her head from Bruce's neck so she can look at him. The young millionaire cupped her cheek, caressing it tenderly, wiping her tears away, easing her pain. She looked into his steel blue eyes that held kindness and guidence, she slowly moved her head forward as if it moved on it's own accord as Bruce did the same. They looked at each other's lips, preparing themselves for a kiss.

Meanwhile, Shreck who was still getting over his fear and shock, looked down at the gun that had slid under his foot. He looked over to the two hugging vigilantes and smiled at the opportunity. He would be rid of the two annoyances that is Bruce Wayne and Selina Kyle. With Wayne dead, he would have no one to interfere with his plans for the power plant, and kill the two people who knew about his secret.

Bruce and Selina's moment of bliss came to a halt when they heard a loading click. They pulled back to turned their heads, and their eyes widen in horror to see Shreck pointing his gun at them. Both vigilantes were mentally kicking themselves for having to completely forget that he was still there. With natural instincts, Bruce grabbed Selina, and dived down to the floor to dodge the two gun shots that rang throughout the place.

When Shreck emptied the last two bullets from his gun, Bruce wasted no time fishing out a Batarang from his utility belt. He threw it at an incredible speed, as it whizzes through the air and knocked the wind out of Shreck, who reeled back from such a powerful force, and knocked him into the electric generator.

Both of them winced as they watched sparks fly everywhere as the corrupt businessman was being fried alive.

It was intense. Sparks of electricity had increased by the second and there were no signs of stopping. Bruce used his cape to protect both himself and Selina from the showering sparks that went their way.

* * *

Commissioner Gordon looked out over Gotham Plaza. It was a happy scene for Christmas Eve, as all the stolen children were matched up with their anxious parents, with the help of the police and some mayoral aides. And, of course, the services of Batman and the unexpected help from Catwoman.

It had been a strange night. Only a few minutes before, reports had come through about groups of penguins wandering around sporting strange helmets and carrying weapons. But the patrol cars hadn't been able to find a thing. Probably somebody's idea of a joke. It was amazing what Christmas brought out in some people.

The lights dimmed all around them. Were they going to have a blackout? For some reason, the Batsignal blinked to life in the sky for an instant, then was gone.

The lights came back, and this time, the Christmas tree lights came on as well. Parents and children cheered.

Gordon frowned. They had almost lost power in all of Gotham City.

Could Max Shreck have been right about his crazy power plant scheme?

Gordon would be glad when this Christmas Eve was over.

* * *

After what seemed like forever, the sparks have stopped. Bruce lowered his cape, got up and helped Selina to her feet, and saw the aftermath of the destruction of the power generator. It was a charred, fiery mess, and behind the section where Shreck once stood, was nothing more than a fried, skeletal corpse.

Bruce and Selina gaped at what was left of Shreck, and looked about visibly ill at the sight.

"Is he..." gasped Selina.

"He's dead." Bruce confirmed.

A shudder ran through Selina's body. Her eyes flickered, and Bruce watched as the mad light behind her eyes snuffed out. For the first time in a long time, the voices in her head went silent.

Her lips slowly curled into a smile, an honest genuine smile that crept upon her lips for the first time since forever. All the feelings and grudges she had for Shreck before his untimely demise had been washed away from her.

Her shoulders shook again, this time not out of sadness, but out of happiness.

She found herself giggling, then it turned into a full laugh. A laugh that didn't sound fake, or mad. She laughed out of pure joy and relief, like a huge amount of weight had been lifted off her shoulders. She hadn't laughed properly in years, and it felt so good to let it all out again after years of misery that she endured.

Bruce thought for a split second that she was losing it, but she held her hand up to let him know it was not the case, much to his relief.

Selina's laughter had died down, as Bruce placed his hand on her cheek, she responded by placing hers on his shoulder.

"It's over." said Bruce grinning at her.

"I'm free." agreed Selina, smiling at him.

Bruce bent his neck to bring his lips to Selina's. The blonde happily kissed him back, wrapping her arms around his neck, wishing this moment would never end.

However, unknown to the costumed couple, the Penguin rose from the surface of the poisoned water, and his deformed appearance had been twisted into something more ugly than he looked previously. His face and hands were bloody, and some disgusting black drool rapidly ran down from his mouth. He limped his way to the platform, going for his umbrella bucket. He grew weak and slow, not only from the toxic waste he dumped into the water, but also from the internal injuries he sustained from his fall.

His fading eyes glared hatefully towards the unmasked Batman and Catwoman, who were completely unaware of his presence at their moment of romance. He finally made it to his umbrella bucket, and picked one out, pointing it at them.

Bruce and Selina had their arms around each other, pulled back from their celebratory kiss. They looked at each other with smiles on their faces, refusing to break each other's gaze.

Their moment was short lived, when they heard an odd noise from the distance. They turned their heads, and before their eyes, a mortally wounded Penguin was pointing an umbrella at them.

The umbrella popped open to release rather cheerful music and assortments of toys attached to it.

"Oh shit!" the Penguin groaned dropping the umbrella. "I picked the cute one... Ugh..." the Penguin clutched his throat as he struggled to find the strength to so much as stand up.

"Ahhh... The heat's getting to me... Ugh... I'll murder you both momentarily... But first, I need cool drink of ice water... Augh!"

With that, the deformed man fell to the ground with his last breath drawn.

Bruce and Selina looked down at the man with a mixture of emotions, but the one they felt the most was pity. He had never asked to become this, he wasn't born the monster people believed him to be or what he became. If only his parents had showed him love as any parent should despite his appearance, he probably wouldn't have ended up this way. He could have had a happy life.

Out of the shadows, six emperor penguins emerged. Slowly and solemnly, they made their way to the Penguin's body, as they split into two, with three at each side of the body, looking more like they were pallbearers at a funeral, which it kind of was, in a way. They drag his remains down the concrete slide and into the water.

Bruce and Selina watched from the distance, as the Penguin slowly sinks underwater, and into the depths of what could be his final resting place. They wouldn't have thought it would be more appropriate to have the man who tried to kill them in the first place, is to have a burial by six emperor penguins. They thought the Penguin wouldn't have had his send off in that way, but maybe, just maybe that's probably what he would've wanted.

After the Penguin's corpse sunk into the depths, Bruce had seen enough. He and Selina should leave this place right now, as the police would arrive at any moment to gather the evidence that Shreck had left here.

"Come on," said Bruce, nudging Selina. "Let's go home."

Selina nodded in response, kneeling down to pick up her whip that she dropped earlier. She wrapped her arms around Bruce's neck tightly, as he pointed his grappling hook at the opening above. He shoots at the metal bar, held his arm around Selina's waist tightly, and lifts them up off the floor and onto their way out from the abandoned circus.

 **A/N: I hope you all enjoyed the changes on this rewrite. What do you think? Better than the original, huh? But, it's not quite over yet. We still have the epilouge to get through before we wrap this up. We hope the last chapter of this rewrite won't take too long, because I know you readers out there are very eager and excited to see Bruce and Selina getting their well deserved happy ending after everything they went through. I pretty much wanna get to the epilogue as much as you readers do, lol. Yeah, that's pretty much all I have right now, so stay tuned for the conclusion of the rewrite of Batman Returns with a long-awaited happy ending for Bruce and Selina. Peace!**


	7. Epi-Forever, Just Like in a Fairytale

**Disclaimer: Batman (C) DC Comics**

 **Batman Returns (C) Warner Bros.**

 **Co-written with neostardustdragon101**

"Hold still, will you?" cried Bruce exasperatedly.

"Sorry!" winced Selina, pain flaring over her chest. "It hurts..."

"I know," said Bruce, smiling slightly at her. "Just hang on, there's only one more."

Selina sighed and nodded before bracing herself.

They found themselves back at Wayne Manor, and they were still in their costumes, having no time to change out of them, since Selina was in dire need for some medical attention. She was lying on the couch, clutching the top part of her Catwoman suit to cover her breasts, and blood was leaking out of the wounds thanks to Shreck's gun shots. She had to take part of the outfit off so Bruce can make his work on removing the bullets from her chest easy. He was sitting beside her, leaning over her with a pair of tweezers in his hand, trying to extract the bullets from her.

There was a first aid kit on the table that Alfred supplied them with the moment the costumed couple returned to the Manor. On the floor next to the table, were Bruce's cape and gloves, and Selina's latex clawed ones and a corset that were on top of his in a pile.

Bruce lowered the tweezers, gripped the bullet, and Selina couldn't help but clench her teeth together in agony. Bruce had managed to pull it out quickly, and flung it into a bowl beside the couch. After that, he wiped the excess blood with cotton balls and some towels, he laid a poultice over both her wounds and insured that it was secure.

"There, all done." said Bruce to Selina, who let out a sigh, happy and relieved that the bullets had been removed from her.

After the pain in her chest had faded, Selina pulled her costume back over her chest and shoulders, and zipped it back up. She laid her head back, and started stretching her aching muscles, humming to herself as she got herself comfortable on the couch. Bruce couldn't help but admire her appearance. Firstly; she looked beautiful, especially the way her wild hair had framed her gorgeous face. And secondly; she looked very sexy in that latex suit. It didn't matter to Bruce if her suit was all ripped and tattered, she looked like every man's sexual fantasy.

Bruce grinned to himself as he thought back to his encounter with Selina as Catwoman on the rooftops after she blew up Shreck's department store. He couldn't help but think that she was right; maybe he did have a fetish for latex after all.

His thoughts were interupted by a news bulletin on TV, as he and Selina turned their attention to the screen to watch the breaking news.

"Ladies and gentlemen, this just in," announced the news reporter on TV. "The Shreck department is currently undergoing investigations after acquired evidence against their CEO, Max Shreck. The crimes included embezzlement, falsification of documents and murder, as well as being an accessory to the crimes of Oswald Cobblepot, also known as the Penguin. Shreck's son, Chip, has also vanished following the investigation, and authorities had already begun a city-wide search to bring him in for further questioning. In lighter news, Gotham citizens can rest easy knowing that Batman is back on the streets, with recent testimony from the Ice Princess Cristi Conaway, that the previous kidnapping charges against him the night before are now dropped. The Red Triangle Gang had been apprehended by the GCPD for the attempted kidnapping of the children, who had all returned safely to their parents thanks to the Caped Crusader. Batman also appeared to have had some help in the form of the mysterious Catwoman, who was responsible for Ms. Conway's rescue, and for saving several children from the Red Triangle Gang. It looks like Gotham now has two people protecting it. This is GTV News, and I wish you a Merry Christmas, and a Happy New Year. Back to the studio."

Bruce and Selina remained firmly on their seats for a few seconds. They looked at each other, and couldn't help but grin at each other.

"They're making me look like some kind of hero." chuckled Selina, pleased that the charges against Bruce for kidnapping the Ice Princess were dropped.

Bruce smiled at her comment. "In their eyes, you are." he said.

"Who'd have thought that I want from being a rouge who's hell bent on exacting revenge on Shreck, and now I'm a hero for rescuing the princess and the kids." grinned Selina.

They let out a light chuckle at that, amazed at how time had quickly drawn since Selina made her presence as Catwoman. Their laughter faded into a comfortable silence, as Bruce and Selina turn to face each other to look into their eyes, before she jumped to straddle his lap to kiss him, which he happily responded.

Bruce pulled back from the kiss to look at Selina, whose face held a loving, yet naughty grin, and her green eyes witch now sparkled with life. She had her arms around his neck, her legs kneeling at each sides of his hips, as his hands were on her lower back, fingers inching closer to her ass.

"So, do you wanna live together forever in my castle like in a fairytale?" Bruce asked with smile on his face, while a blush spread across Selina's face.

"Wow, you sure know how to persuade a girl, don't you?" Selina replied.

"Sometimes." Bruce admitted.

He thought of Vicki Vale once again, wondering how his newly formed relationship with Selina is going to work, witch most definitely unlike his previous romance with the blonde journalist. Vicki just couldn't handle the idea of him as Batman, and after the incident with the Joker a few years ago, it was too much for her, and Bruce didn't blame her for leaving. His worries of the past fell when Selina smiled and rubbed his cheek, sensing what he was thinking, as she thought back to the conversation they had on their first date on this very spot.

"Well unlike Vicki, I have no difficulty with your duality." Selina stated. If things had happened differently for her and Bruce, she would understand why Vicki couldn't handle his double life. But she was the same as him. And they both love each other as Bruce and Selina, and as Batman and Catwoman. They were happy together either way, and as long as they have each other, they were going to be fine.

"You know, when Shreck pushed me down, as I laid there in the cold, I saw you pass by and called out to you for help," Selina confessed, shocking Bruce, but she pressed a finger to his lips before he could utter a single word. "You couldn't have saved me then, but you did when that crazy clown threatened to taser me. When I almost fell off that building when the Penguin tried to kill me last night, and most of all, you saved me from loneliness."

Selina leaned forward to kiss him again, and wow, she really couldn't get enough of him! They were on the couch, making out like crazy, and they honestly don't know how long they were at it, but they didn't care. She guided his hands down, and placed them to where they belong; her latex ass.

Selina groaned in happiness, when she felt Bruce respond by gripping her ass cheeks.

They got up from the couch, arms around each other, their lips locked to each other once more, and this time, it became more frantic. Bruce's tongue slid to Selina's lower lip, seeking entry, which she did. He wondered his hands all over her frame, feeling up her latex suit and the rough white, stringy threads that dangled all over the costume.

Then, it happened. At the moment of ecstasy, Selina heard loud rips that filled her ears. She looked down, and to her surprise, Bruce used both his hands to rip the top part of her costume clean off from her.

Selina looked up at Bruce with wide eyes and jaw dropped opened, shocked that the costume she had put so much work into, had just been ripped into shreds. She stood frozen on the spot, now dressed only in the lower part of her suit and matching black boots, leaving her completely topless, exposing her pert, supple breasts.

"Hey!" remarked Selina with a pout. "I spent an hour making that!"

"Don't worry about it, I'll make you a new one." replied Bruce, as Selina let out a loud yelp and then a cute laugh when he picked her up bridal style.

"You had better, butt man." Selina quipped, narrowing her eyes playfully, before smiling as Bruce kissed her again as he carried her off into her room which was completely pitch black as the night sky.

Bruce closed the door with his foot behind him, as he gently put Selina on her bed. He crawled on top of her to give her another deep kiss before pulling back to look at her, as the blonde opened her mouth to speak.

"Yeah, I had a...tiny bit of an adrenaline rush when I got home from my last meeting with Maxie boy." Selina said, scratching her cheek with a light chuckle along with Bruce as he gently laid her on the bed.

"From when he pushed you through the window that night?" asked Bruce, trailed his kisses down Selina's smooth skin, to which she groaned in response.

"Yeah," sighed Selina, loving the feeling Bruce was giving her. "I imagined what I wanted to do to him like what he did to me. And..."

Bruce placed his face between her legs as he trailed his tongue along her womanhood through the latex, causing the female feline to moan as she bit her lower lip.

"Oh god..." breathed Selina, her sensitive area being flicked and stabbed by Bruce's tongue. "Oh yeah, tongue fuck me good..."

As Bruce continues to pleasure her clit with his tongue, Selina tilted her head back, her wild hair flying everywhere. She closed her eyes, her hands gripping the sheets, threatening to rip them.

Bruce slid his hands from her chest, guided them past her breasts, her toned abs, and stopped at the waistline of what was left of her latex Catwoman suit. He pulled them down gently, revealing her damp pussy to him, not long before he untied the laces of her boots and pulled them off to expose her elegent bare feet with black nail polish on her toenails.

Bruce had a devious idea, and secretly reached into his utility belt and took hold of Selina's wrists.

"Uh...Bruce, what are you doing?" Selina asked with confusion before she felt a cold chill around her wrists.

"I'm taking you in...Catwoman." Bruce said, holding up Selina's battered cowl, earning a look of surprise before smirking as Bruce placed the cowl onto her head, before kissing her once again. The masked blonde gently biting his lips as he broke the kiss.

"You bastard! You'd better let me go right now or I'll claw out your eyes!" Selina said, getting into her persona as she struggled to break the pair of cuffs now holding her.

"I'm sorry Catwoman, but I've been dreaming of this since I've saw you on the news. Walking around in that tight latex outfit, you must have thought you'd never end up caught." Bruce said cupping one of Selina's breasts, which earned her a throaty moan.

"So what do you plan to do with me, turn me over to the police?" Selina said raising an eyebrow.

"Oh no, I would never dream of that. You'd end up locked up like some common criminal. I've got something much better in place for you, my dear Catwoman." Bruce said, his hands moving along her sides feeling her body tingle from the experience. "I'm going to make you into my personal sex slave."

Selina gave off a loud gasp for a dramatic effect. "I never would have believed the great Bruce Wayne would ever be capable of such a thing!"

"There are many things you don't know about me, but I plan to change that as we get to know each other on a more personal level." Bruce said, rubbing her pussy.

"I thought that Batman wou-oh!" she gasped at the feeling of Bruce's finger tips on her moist clit.

"Funny you should say that, kitty cat," teased Bruce, his grin not leaving his face. "I happen to show you a few naughty things that Batman had taught me when it comes to latex clad women."

"What's that?" Selina asked, curious.

"That I can make them feel good." he finished, inserting another finger in her pussy.

Selina purred in pleasure, wishing that he would just ravish her right here, right now.

Bruce leaned down as began work on her breasts. Selina let her mouth hang open in delight, loving the way Bruce was treating her boobs, tweaking and sucking on her nipples. And it wasn't long before he slid another finger in her pussy.

"Oh yeah..." moaned Selina, writhing her body against the bed, her hips bucking upwards in response of Bruce's work.

As Bruce finished making Selina cum, he crawled up to her place his messy fingers to her face. She licked her lips hungrily before she wrapped her lips around his fingers to taste herself.

As Bruce finished making Selina cum, he crawled up to her, showing his messy fingers to her face. She licked her lips hungrily before she wrapped her lips around his fingers to taste herself.

"Mmmmm..." moaned Selina, swirling his fingers with her tongue before she released them with a pop.

Bruce leaned forward to give her soft kiss, and lifted his hands to remove the handcuffs from her. When he did, Selina rolled sideways with him until she was on top of him, grabbing his wrists. Bruce hissed when the cold metal wrapped around them, locking him in place before the blonde gave him another soft, gentle peck.

Selina broke the kiss, grabbing handful of her mask and pulled it off, freeing her already messy hair. She had a wide, Cheshire Cat-like smile on her face, to which Bruce thought she looked very sexy and wild.

"Now, where's my milk, rubber boy?" she purred seductively at Bruce, pulling the lower part of his costume off, his cock sprung to life.

Selina licked her lips at the sight of it, her eyes glossed over with pure lust before she went down on Bruce to start planting her lips on the soft skin of his cock, before she opened her mouth wide open to devour him like she did on the rooftops.

A groan escaped from Bruce's mouth when Selina's tongue swirled and slurped around every inch of his thick shaft, ensuring that her saliva dribbled all around it, as she ran her hand over his chest and the other rubbing caressing his balls, all while teasing the sensitive areas of his cock.

"Mmmmm..." moaned Selina loudly, bobbing her head up and down, her mouth slurping trying to fit Bruce's cock right down her throat.

Bruce ran his hand through her wild, blonde curls, messing and roughing it up to make it even more messier than it already is. He groaned at her skills, as his mind flashed back sessions on the rooftops that he had with her as Batman, while Selina was thinking the same thing. This moment is just as mindblowing as the ones he had with her, and he couldn't get enough of her.

Like before, Bruce can feel the climax building up. His moans were music to Selina's ears, as she increased the tempo of her blowjob, with one hand wrapped around his cock, stroking him frantically, and the other caressing his smooth balls.

Bruce had reached his climax, spraying cum all over Selina's face and hair. She moaned outloud at the sensation, loving every minute of the moment, as she reached out with trembling hands to unlock the handcuffs from his wrists.

After she released him from the handcuffs, Bruce grabbed Selina by the hips, sliding her down along his body, as he turns their bodies around, with him pinning her on top of him. They gaze into each other's eyes, looking as if they were asking each other's permission. Their hearts were pounding against their chests, the anticipation of their upcoming love making was indescribable, and they were positive that as long as they live, they would never forget this night.

Bruce opened his mouth to speak. "Are you sure about this, Selina?" he asked.

"I've never been so sure in my life." replied Selina with confidence.

This was it, there would be no going back afterwards. No more foreplay, no more masks, no personas. Just them as Bruce and Selina. No Batman, no Catwoman, just as themselves.

Bruce slowly slid his cock into Selina's soaking wet pussy, the feeling of his thickness took her breath away as she spread her legs even more widely apart to make more room for him.

"You cock feels so fucking good!" groaned Selina, clenching her hands on his shoulders, her nails digging into his skin.

"Please, Bruce," begged Selina, clinging on to him. "Make love to me..."

She tightened her arms around him, her muffled cries of pleasure filled the room. Her hips rocking with his rhythmically, with her legs wrapped around him, her heels digging into his waist as he set the pace to their lovemaking.

Bruce let out a sharp breath, her walls tightening around his cock, gathering ,ore speed. Drawing back, he plunged into her again, harder and faster, one hand letting go long enough to slide between their straining bodies.

They were not holding anything back at that precise moment, they yelled above and beyond, as the bodies slam into each other, their breaths labouring as the finally climaxed together to end their lovemaking session. They both collapsed onto each other, sweat drenching their skin, breathing heavily from their intense sex, staying in the same spots that lasted a long time, slowly recovering.

After what seemed like eternity, both Bruce and Selina were worn out after tonight's events. They were aching all over, mentally, and physically from the incident down at the abandoned circus, their encounters with Shreck and the Penguin, and their fateful, life-changing conversation.

Selina wanted to close her eyes so she can sleep, until she spotted fresh claw marks that she left on Bruce's cheek. She gently put her fingertips on the scars, making him wince a little bit from the sensitive touch from her fingers, guilt and remorse was shown on her face. She knew the scars she had left on him, as a painful reminder of something she had thought at the time that she couldn't live with herself if she had killed Shreck. Unlike the second attempt when Bruce was getting through to her mind, she took her frustrations out on him the first time he tried.

"Sorry..." Selina apologised quietly, feeling horrible for her actions towards Bruce.

"Don't be," replied Bruce in a soothing tone. "You were conflicting with yourself down there, with no idea what you were doing."

"Can we discuss this tomorrow," she yawned, not wanting to continue the discussion anymore. "I'm tired and I want nothing more than to get some beauty sleep."

Bruce chuckled at her beauty sleep comment, as he moved slightly to get himself in comfortable position in his, groaning with each movement of his aching, tired muscles.

"Merry Christmas, Bruce," sighed Selina, kissing his cheek. "And don't forget, you owe me a new suit."

Bruce couldn't help but smile at Selina's reminder, as she shifted in the bed to get comfortable, resting her head on his chest, listening to his steady heartbeat, as her eyes were dropped closed.

Bruce looked down at Selina, who was fast asleep on his chest. She looked peaceful with a smile on her beautiful face, and he thought she looked like an angel.

He placed a gentle kiss on her forehead, which she sighed happily in her sleep. He shifted himself to get comfortable in the bed, stroking her hair as he looked out the window to the night sky, thinking of the future he will face alongside her.

With a small grin, he laid his head on the pillow, allowing sleep to consume him, as the bright full moon shines on the now sleeping couple.

* * *

A day later, Selina had managed to convinced Bruce to come to her apartment to collect her beloved Miss Kitty, as well as her things that she needed from there. He had thought about it for a while, after Selina explained to him what had happened to it on that fateful night. After much consideration, he decided to come with her to her soon-to-be former home.

Bruce and Selina walked into the apartment building she lived in to walk up the stairs. They stood right outside her door, and the blonde couldn't help feeling nervous, wondering how he would react to see the state of her home.

Bruce sensed her nerves, placed a comforting hand on her shoulder to calm her down. Selina leaned into his touch.

"Don't be nervous, Selina," said Bruce in a comforting, gesturing tone. "You don't have to go through with this if you don't want to."

Selina smiled in response, ever more thankful for his presence.

"I have to, Bruce," stated Selina, holding his hands. "I really wanna show you it to let you know how I became the person I am now. Besides, I need some closure of my old life before I move on."

Bruce nodded, feeling more proud of her determination to go through with it with him, even if she doesn't like it.

She intertwined their hands together, letting him know that she was more than ready.

"Let's do this." finished Selina.

Selina fished out her keys from her coat pocket to inset the lock of the door. She opened to let Bruce in, walking into her apartment to look at the mess, and he was most surprised at the state of the place when he walked through the door.

" _To say that she made a mess here, she wasn't joking._ " thought Bruce, surveying the damage.

He saw stripes of black paint that were still on the pink walls, pieces of broken glass and torn down clothes that were still on the floor from her breakdown. To Bruce, the apartment looked like it went through a mini tornado. Selina slowly went up to him, placing her hand on his arm, as he turned his attention to her.

"That night when I came home after Max pushed me," explained Selina, knowing she had Bruce's full attention. "Like I said last night, I had a bit of an adrenaline rush. As you gathered with the mess I made, I... I kind of lost my mind."

Bruce show his eyebrows up to his forehead a that, somehow knew that Selina would lose it after her fall. He didn't say anything, and he didn't need to. All he could do was listen to his love's confession.

"It was that point that everything went wrong in my life, like when I poured it all out to you back at the Penguin's lair," Selina continued, Bruce nodded in acknowledgement. "Before I became Catwoman, I was known to be an innocent, shy, timid woman who always kept myself to myself. Never in my life I have been expressive, not once at high school did I once stand up for myself, and I got bullied and harassed because of it. My own mother didn't acknowledge everything I went through, but I held onto my innocence despite all of that."

Selina swallowed a bit, looking away from Bruce as memories she'd rather forget start resurfacing. The squeeze of her hands from Bruce told her to continue on, as she let out a shaky sigh before she does.

"After high school, college was all a blur for me," Selina revealed. "I can't even remember how I got the job as a lowly assistant for Shreck, guess I needed the rent money. Throughout my time as his assistant, I've never done anything for myself there, and like high school, they walk all over me. Then that night happened... The night he pushed me through, was the night he took my innocence from me. You wanna know why?"

Bruce could only shake his head, not having a slightest idea, as she gave him the answer he wanted to hear.

"It's because I looked through his plans for his power plant." she finished.

His eyes widened at the revelation, not believing what he heard. His mind was all over the place, asking himself how could Shreck try and even attempt to kill an innocent woman who was only just doing her job. He killed her the first time, and for what? Because he feared that Selina would give the plans away to the public?

Bruce recalled his meeting with Shreck a few days ago at his office when he met Selina properly as himself, as he caught the shocked look on the now deceased businessman's face. Even though he didn't know at the time, but looking back now, he can now see the reason why.

It was a damn good thing that Shreck is now dead, because if Bruce had found that out earlier, he would've been after him literally like a bat out of hell for retribution. If he compared all the major criminals he had faced during his time as Batman, it was safe to say that Shreck was no better than the Penguin, or even the Joker. The man was more of a monster than any of them combined.

He focused his attention back to Selina, whose eye were teary, lips trembling as she continued on.

"My innocence was not the only thing he took," said Selina, her voice breaking. "You know the worst thing about it is? He took away my chance of leading a normal life, all because he wanted to save his own precious reputation."

With that, she broke down into tears. Bruce gave Selina a hug to comfort her. She wrapped her own arms around him in return, softly sobbing in his shoulder.

"Selina, listen," told Bruce, gently kissed her forehead. "It wasn't your fault you've ended up like this, it was his own doing alone, and we both know that. Shreck is not here anymore, he's dead, and the city now knows how corrupt he really was. Judging from the way you reacted after he pushed you through, I don't blame you."

They both knew deep down that any normal person wouldn't survive that. Those who suffered the same trauma like Selina did, having to experience death and then having to come back to life again, would probably react the same way she did, and would even suffer PTSD from it. Selina had went through all of it in the last couple of days, and managed to survive the hell. She was a much stronger and braver person than anyone Bruce had ever met in his life, and he knew deep down that there will not be another woman like Selina Kyle in a million years. He knew from the moment he laid eyes on her as Catwoman, she was the one, because after all, she was a lost soul like he was.

After standing on the same spot for a long time, just holding each other, Selina lifted herself from Bruce's chest to wipe her tears away, relieved that she had finally got it off her chest. Even though it wasn't her choice to become Catwoman, as Bruce went though a similar trauma after his parents died, she knew that she would have to adjust to her new life as a vigilante. If it hadn't been for Bruce's intervention down at the abandoned circus, she probably would've killed Shreck herself and leave the city for Bruce's safety from her messed up mind in an alternate universe somewhere.

Selina looked up to Bruce again, and gave him a gentle kiss on the lips, letting him know that she's okay.

She pulled back and opened her mouth. "Thank you, Bruce. For everything." she noted, a smile forming on her face.

Bruce smiled back at her. "Anytime." he said.

Then, Selina had something devious on her mind, as a naughty, yet sexy smile curled her lips. She grabbed Bruce by his tie to give him another kiss. This time, more heated and firm.

"Now," she purred. "Make love to me again, butt man..."

Bruce had let Selina drag him into her bedroom, as he closed the door behind him with his foot.

A few hours later, Bruce and Selina awakened from their love making, had a quick shower, got themselves dressed and set to work on packing her things in boxes and putting Miss Kitty in a carrier cage.

After about an hour of packing, the apartment was now clean, spotless and empty, leaving no trace behind with nothing to remind Selina of, as she looked at the now empty spot for the last time with full intent on selling it after the New Year.

After taking a good look at the now empty apartment, Selina flicked the light switch off one last time and closed the door, locking away all the bad memories of her loneliness and her breakdown. Without looking back, she walked away from the building with a smile on her face, never to return.

* * *

Days later, all was still in Gotham. The atmosphere of the entire city was quiet. Eerily quite, making almost seem like time had stood still with no criminal activity going on. Streets and squares from all corners were empty, and no sound was made to break the silence, almost like a calm before the storm. Snow was falling heavily into the pavements, roads and rooftops, as the Gothamites were most likely at their homes enjoying the quiet holidays and onto the New Year.

The wind gently blew against the snow, as the silence remain hanging in the air of Gotham, making everything seem peaceful.

Until a bright light projected into the dark, snowy sky.

The Batsignal.

* * *

Over at Wayne Manor, Alfred was tending to Miss Kitty, and looked out into the sky through the window, seeing the Batsignal illuminating the night.

"Well, come what may," said Alfred, petting the black cat. "A Merry Christmas to everyone. With good will toward men, women... and animals."

Miss Kitty purred in agreement.

* * *

High above the rooftops, two shadowy figures look on from the distance. Two silhouettes, one shaped like a bat and the other a cat. The dark, silhouetted figures turn to each other, their grip on the hands tightened, looked onto the city they swore to protect from criminal scum. They took one more look at the Batsignal, as they set to work.

After a long time of searching, from failed relationships, one disappointing thing after the other, all the people in their lives who came and went, the years of loneliness, torment and grief, everything they experienced during the dark periods of their lives, were all finally at an end. They felt that it should be the beginning of a new chapter in their lives, as they are more than prepared to leave their messy, dark pasts behind them, and look forward into a brighter future.

No matter what danger they face in the future, they will be at each other's side as Bruce Wayne and Selina Kyle, as well as Batman and Catwoman.

They were lost souls who were no longer alone.

They were each other's equal.

They were the same.

Split right down the center.

Together, they are one.

The Bat and the Cat.

 **THE END.**

 **A/N: And that's a wrap! Wow, it has been about over a year since writing this rewrite alongside neostardustdragon101, a long time in the making, but we've finally did it! I just wanna say thank you to all who stayed throughout the entire story and I hope that you all enjoyed every moment of it! So, where to start. Before any of you readers ask, yes, we're gonna be doing a rewrite of Batman Forever. Since Catwoman is now gonna be added on to the story, how different would it be from the original? My only answer is, we're just gonna have to wait and see, won't we? We don't know when we'll get started with the Forever rewrite, but we're working on it. So yeah, I have nothing to say right now, so again, I hope you enjoyed the Batman Returns rewrite, and we hope it wouldn't take long before we start posting the rewrite for Forever. I hope we'll meet again on the other side! Until next time! Peace!**


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